Ms. Garvita Asati

BOARD OF DIRECTORS

Mr. Justice Gulab Gupta

Mr. Deepak Chaudhuri

Mr. Mohan Chandra Pant

Mr. Sanjeev Jain*

Mr. Ravindra K. Raje

Mrs. Drushti R. Desai

Mr. Ashok K. Kapur – Whole Time Director

BOARD COMMITTEES

Audit Committee

Justice Gulab Gupta - Chairman

Mr. Deepak Chaudhuri

Mr. Mohan Chandra Pant

Mrs. Drushti R Desai

Nomination & Remuneration Committee

Mr. Deepak Chaudhuri - Chairman

Justice Gulab Gupta

Mr. Sanjeev Jain*


Stakeholders' Relationship Committee

Mr. Mohan Chandra Pant - Chairman


Mr. Ashok K. Kapur

Corporate Social Responsibility Committee

Mr. Mohan Chandra Pant - Chairman

Mr. Sanjeev Jain*

Mr. Ashok K. Kapur


Risk Management Committee


Mr. Ashok K. Kapur

Mr. Sudhir Srivastava, Factory Manager

Mr. S. Bhattacharya, GM - Operations

Mr. A.K. Pachori, HOD - Maintenance

*upto 03.01.2020

COMPANY SECRETARY & COMPLIANCE OFFICERMr. Mahesh Verma

CHIEF FINANCIAL OFFICERMs. Garvita Asati

STATUTORY AUDITORSLodha & Co., Mumbai

SECRATARIAL AUDITORSDr. Asim Kumar Chattopadhyay

BANKERSAllahabad BankIDBI Bank Ltd.Union Bank of IndiaICICI Bank Ltd.State Bank of IndiaHDFC Bank Ltd.Yes Bank Ltd.

REGISTERED OFFICECARAVS, Room No. 2815 Civil Lines, Jabalpur - 482001 (M.P.)

FACTORYMeerganj, Bheraghat RoadJabalpur (M.P.)

REGISTRARS & TRANSFER AGENTCB Management Services Pvt. Ltd.P-22, Bondel Road,Kolkata -700019

LISTED WITHBombay Stock Exchange Ltd.

DEPOSITORIESNational Securities Depository LimitedCentral Depository Services (I) Limited

WEBSITE : www.narmadagelatines.com

CIN : L24111MP1961PLC016023

NARMADA GELATINES LIMITED

CONTENTS

BOARDS' REPORT 2 - 5

MANAGEMENT DISCUSSION & ANALYSIS 6 - 7

ANNEXURE TO BOARDS' REPORT 7 - 19

REPORT ON CORPORATE GOVERNANCE 20 - 36

AUDITOR'S REPORT 37 - 41

FINANCIAL STATEMENTS 42 - 70

NOTICE OF ANNUAL GENERAL MEETING 71 - 77

ATTENDANCE SHEET

PROXY FORM

NGL NARMADA GELATINES LIMITED

ANNUAL REPORT 2019-202

BOARD'S REPORTthYour Directors are pleased to present the 59 Annual Report of

Narmada Gelatines Limited (the Company) along with the audited financial statements for the financial year ended 31st March, 2020.

Financial Highlights (₹ lacs)

2019-20 2018-19Revenue from Operations 13,425.00 12,568.20Other Income 555.83 545.49Total Income 13,980.83 13,113.69Total expenses 12,196.96 11,789.83Profit before tax 1,783.87 1,323.86Tax Expense 495.86 317.57Profit after taxation 1,288.01 1,006.30Other Comprehensive Income:Re-measurements of netdefined benefit plans 2.84 (15.47)Net Profit for the year 1,290.85 990.83

Operating PerformanceDuring the year under review, your company recorded a turnover

of ₹134.25 crores as compared to ₹125.68 crores in the previous

year. Profit after tax at ₹12.88 crores improved significantly as

compared to ₹10.06 crores in 2018-19. Consequently, Earnings per

share increased to ₹21.29 as compared to ₹16.63 in 2018-19.

Impact of Covid-19 on the performance Countrywide lockdowns were enforced during the second half of March 2020 due to the COVID-19 (new Coronavirus) pandemic, thereby affecting the entire Indian economy. Whilst the impact of this was not very significant on the results of FY 2019-20, the continuing lockdown and consequently reduced business activity in general in FY 2020-21 has begun to adversely impact sales, supply chain as well as costs. In quarter first of current financial year, your company has operated at 80% level compared to the previous year.

The management has, at the time of approving the financial statements, assessed the potential impact of the COVID-19 on the Company. Based on the current assessment, the management has evaluated the impact on its assets and liabilities particularly, inventory, investments, trade receivables , advances, etc. based on internal and external source of information and concluded that the carrying value of these assets are recoverable and no uncertainty exists on meeting the financial liabilities in the foreseeable future.

Since April 2020, the Company has started resuming its operations in manufacturing activities after taking requisite permissions from the Government authorities and as per issued government guidelines. The top-most priority for the Company was to ensure the safety of its employees and several measures have been taken to ensure their well-being. Regional sales offices are told to work from home. Employees who are working in manufacturing location, their safety is being ensured by stringent use of protective gear, frequent area sanitization, abiding by social distancing norms and taking all the necessary safety precautions. The Company has also supported various Government Initiatives and helping communities around to fight the pandemic.

DividendsBased on the company's performance, the Directors are pleased

to recommend a dividend of ₹10.00 per Equity Share (previous

year ₹10.00 per Equity Share) for the financial year ended 31st

March, 2020. The total outflow on account of the proposed

dividend will be ₹604.96 lacs (previous year ₹728.11 lacs including dividend distribution tax). The dividend on equity shares, if approved at the ensuing Annual General Meeting, will be paid to Members whose names appear in the Register of Members as on

th18 September, 2020 and to Members whose names appear on that date as Beneficial Owners as furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Pursuant to the Finance Act, 2020, dividend income will be taxable in the hands of the Shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source (“TDS”) from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

Share CapitalThe Paid-up Equity Share Capital of the Company as on 31st

March 2020 was ₹ 604.96 lacs comprising of 60,49,587 equity shares

of ₹10/- each. The Company has not issued shares with differential voting rights, employee stock options and sweat equity shares. The Company has paid Listing Fees for the financial year 2020-21 to The Bombay Stock Exchange Ltd., where its equity shares are listed.

Transfer to Reserves

It is proposed to transfer an amount of ₹129.08 lacs (being 10% of the net profits for the year) to the General Reserve.

Quality initiativesThe Company is committed to the highest levels of quality for its products and customer services. During the financial year 2019-20, the Company retained its ISO certif ication for Quality Management (ISO 9001:2015), EDQM Certification from European Directorate for the Quality of Medicines and Healthcare, DNV Management System Certification for Food Safety Management System Standard (ISO 22000:2005), KOSHER Certification and Halal Assurance System Certification from Majelis Ulama, Indonesia.

Deposits from publicDuring the year under review, the Company has not accepted any deposits from public as defined under Chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Particulars of Loans, Guarantees and InvestmentsDetails of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Corporate Social Responsibility (CSR)A brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken on CSR activities during the year are set out in Annexure - I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. Details regarding the CSR Committee are covered in Corporate Governance Report, which is a part of this report. The CSR policy is available on the website of the company www. narmadagelatines. com.

Risk ManagementThe Risk Management Committee has been entrusted with the responsibility to assist the Board in (a) approving the Company's Risk Management Framework and (b) overseeing strategic, operational, financial, liquidity, security, regulatory, legal, environmental, human recourse, and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns/risks. The

Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on continuing basis. The details of the Risk Management Committee, its terms of reference, key business risks identified and mitigation plans are set out in the Corporate Governance Report.

Vigil Mechanism / Whistle Blower PolicyThe Company has a Vigil mechanism / Whistle-blower Policy in place to encourage and facilitate employees to report concerns about unethical behavior, actual/ suspected frauds and violation of Company's Code of Conduct or Ethics. The policy provides for adequate safeguards against victimisation of persons who avail of the same and provides for direct access to the chairperson of the Audit Committee. The Audit Committee of the Company oversees the implementation of the Whistle-Blower Policy. Information on Whistle-Blower Policy is available on the Company's website and in the www.narmadagelatines.comCorporate Governance Report.

Reporting of FraudsThere were no instances of fraud or suspected frauds reported during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

Subsidiaries, Joint Ventures and Associate CompaniesThe Company does not have any subsidiary, joint ventures or associate companies.

Directors and Key Managerial PersonnelMr. Sanjeev Jain, erstwhile Non-Executive Director of the Company, left for heavenly abode suddenly on 3rd January, 2020. Late Mr. Jain was associated with the Company for more than a decade and the Company immensely benefitted from his vision and leadership. His sad demise is an irreparable loss to the Company. The Board of Directors of the Company express their deep condolences and pay tribute to late Mr. Sanjeev Jain.

Regulation 17(1A) of the Listing Regulations provides that listed entities shall not appoint any person or continue the directorship of any person who has attained the age of 75 years unless approval of shareholders have been obtained by way of special resolution. Accordingly approval of the shareholders was obtained through

thpostal ballot on 30 March 2019 for continuation of Justice Gulab Gupta (87 years) and Mr. Mohan C Pant (81 years) as the Non-Executive Independent Directors of the Company after 31st March, 2019.

All the Independent Directors of the Company have given declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.

In accordance with the provisions of Section 152 of the Companies Act, 2013, and Article 115 of the Articles of Association of the Company, Mrs. Drushti R. Desai (DIN 00294249) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered herself for re-appointment. The Board of Directors recommends her re-appointment.

Approval of the shareholders was obtained in the Annual General Meeting for appointment of Mr. Ashok K Kapur (DIN–00126807), as the Wholetime Director of the Company for a period of 2 years with effect from 1st June, 2019, on terms of remuneration as recommended by the Nomination & Remuneration Committee.

In terms of requirement of Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company's businesses for effective functioning, which are detailed in the Corporate Governance Report.

Attention of Shareholders is invited to the relevant items of the Notice of the Annual General Meeting and the Notes thereto. Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they holds directorship and membership/ chairmanship of committees of the Board, as stipulated under Regulation 36 of the Listing Regulations are given in the section on Corporate Governance in this Annual Report.

Directors' Appointment and RemunerationThe policy of the Company is to have an appropriate number of executive and independent directors on the board.The policy of the Company on directors' appointment and remuneration, etc. as required under Section 178 of the Companies Act, 2013, is available on the website (www.narmadagelatines.com) and in the Corporate Governance Report. The remuneration paid to the directors is as per the terms laid down in the Nomination & Remuneration Policy of the Company.

The Company has a Nomination and Remuneration Committee which makes recommendation to the Board with regard to the appointment of new Directors and Key Managerial Personnel. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated in terms of the provisions of the Companies Act, 2013 and the Listing Regulations as amended from time to time and includes the general guidelines on the appointment and remuneration including criteria for determining qualifications, positive attributes and independence of the Directors, Key Managerial Personnel and other employees of the company and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013.

The main objectives of the policy are:• To lay down criteria and terms and conditions with regard to

identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in senior management and key managerial positions and to determine their remuneration.

• To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies and in the industry.

• To carry out evaluation of the performance of Directors, as well as key managerial and senior management personnel.

• To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.

• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

Board EvaluationThe Nomination & Remuneration Committee and the Board have



laid down the manner in which a formal annual evaluation of the performance of the Board, Committees, Chairman and individual directors has to be made. The Board of Directors has carried out an annual evaluation of its own performance, Board committees, and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board evaluated its own performance after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, the performance of non-independent directors and the Board as a whole was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated. The manner in which the evaluation was carried out is covered in the Corporate Governance Report.

Board MeetingsThe Board meets at regular intervals to discuss and decide on company's business policies and strategies. In case of special and urgent business, the Board/Committee's approval is taken by pass ing resolut ions through circulat ion, or by cal l ing Board/Committee meetings at a shorter notice, as permitted by law. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to take an informed decision. During the financial year under review, four Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between two Meetings was within the period prescribed under the Companies Act, 2013.

Directors' Responsibility StatementPursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a. in the preparation of the annual financial statements for the year ended March 31, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the profit of the Company for the year ended on that date;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual financial statements have been prepared on a going concern basis;

e. proper internal financial controls have been followed and that such financial controls are adequate and are operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively.

Related Party TransactionsAll related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 are set out in the Note 36 of Notes to Financial Statements forming part of the Annual Report. None of the Directors have any pecuniary relationships or transactions with the Company or vice versa.

Statutory Auditors and Audit ReportPursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s Lodha and Company, Mumbai, Chartered Accountants (Firm Registration No.301051E), were appointed as statutory auditors of the Company to hold office for a term of five years i.e. from the conclusion of 56th Annual General Meeting of the Company, till the conclusion of 61st Annual General Meeting to be held in 2022. The Ministry of Corporate Affairs vide its Notification dated 7th May 2018, has dispensed with the requirement of ratification of Auditor's appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditor's appointment is not included in the Notice of the ensuing Annual General Meeting.

The Statutory Auditors, M/s Lodha and Company, Mumbai, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the financial year 2019- 20, which forms part of this Annual Report. The Notes on Financial Statements referred to in the Auditors' Report for the year 2019-20 are self-explanatory. There are no observations, qualifications, reservations or adverse remarks in the Auditor's Report that call for any explanation.

Secretarial AuditPursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Dr. Asim Kumar Chattopadhyay, Company Secretary in Practice, was appointed to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this Report as Annexure - II. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

Transfer of Unpaid and Unclaimed amounts to IEPFPursuant to the provisions of Section 124 of the Companies Act, 2013, during the financial year, the declared dividends and



interest on debentures which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, as detailed in the Corporate Governance Report.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 25th September, 2019 (date of last Annual General Meeting) on the website of the Ministry of Corporate Affairs (www.iepf.gov.in).

Significant and Material Order passed by the RegulatorsThere are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in future.

Corporate Governance ReportThe Report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The Whole-time Director's declaration regarding compliance with the Company's Code of Business Conduct and Ethics for Directors and Management Personnel forms part of the Corporate Governance Report. As required by the Listing Regulations the certificate on Corporate Governance for the year ended 31st March, 2020 issued by Dr. Asim Kumar Chattopadhyay, Company Secretary in Practice, is annexed to this Report.

Management Discussion and AnalysisThe Management Discussion and Analysis Report as required under the Listing Regulations is presented in a separate section and forms part of the Annual Report.

Energy Conservation, Technology Absorption and Foreign

Exchange Earnings and OutgoThe particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure - III.

Extract of Annual ReturnIn accordance with the Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in Form MGT-9 is annexed to this Report as Annexure - IV.

Particulars of EmployeesNone of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details in respect of directors and employees of the Company as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - V.

Disclosure under the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013All the employees in the Company are considered equal. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, origin, sexual orientation or age. Every individual is expected to treat his/her colleagues with respect and dignity.

The Company has in place a policy for prevention of sexual harassment at workplace. This Anti- Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. An Internal Complaints Committee is in place to redress complaints received regarding sexual harassment. No complaint was received by the Company during the financial year ended 31st March, 2020.

Material changes and commitments affecting the financial

position of the CompanyThere have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

AppreciationThe Directors wish to convey their deep appreciation to all the employees, customers, vendors, investors, and consultants/ advisors of the Company for their sincere and dedicated services as well as their collective contribution to the Company's performance.

The Directors also thank the Central and the State Governments, statutory authorities, bankers, and business associates and all the stakeholders for their continued interest and valued support.

For and on behalf of the Board

Mohan C Pant Ashok K. KapurDirector Whole-time Director

Place: JabalpurDate: 29th June, 2020



MANAGEMENT DISCUSSION AND ANALYSIS

Economy OverviewDespite continuing sluggishness in global demand, the real GDP growth of India registered a modest growth of 5.0 percent in 2019-20 as compared to 6.8 percent in 2018-19. Global confidence in the Indian economy improved as reflected in growing inflows of net Foreign

rdDirect Investment (FDI) and an all-time high accumulation of foreign exchange reserves. India moving up by 14 positions to 63 rank in 2019 World Bank's Ease of Doing Business 2020 Report, has among others, contributed to the increase in global confidence in Indian economy. India has emerged as an important player in the world on the back of high GDP growth and announcement / implementation of critical measures in the current year and last few years.

India's GDP growth for the 2020-21 fiscal is expected to slow down to 3.2 per cent. The COVID-19 pandemic is expected to result in significant adverse economic impacts globally.

However, 2020 saw a significantly changed scenario with the outbreak of the COVID-19 pandemic. This was followed by strong actions by the governments across the world in the form of a global lockdown to stem the rate of spread of the disease. Despite relief measures provided in the form of easing of monetary policy by central banks and fiscal packages announced by government, we are expected to see a contraction in global economy. Currently, the analyst consensus is a degrowth this year and then a gradual recovery next year – however, it is marked with uncertainty depending on the ground situation, that is, the duration of lockdown, growth in infection rate with the opening up of economies, timeline for development of vaccine and others.

Similar to the global outlook, the Indian economy was projected to grow at a stronger pace in 2020-21 than the previous year, supported by monetary and fiscal stimulus and lower oil prices. However, the unprecedented COVID-19 pandemic, and the subsequent nationwide lockdown by the Government, along with other necessary measures to contain the pandemic, have made experts revise their forecasts significantly, with possible contraction of the Indian GDP in during the financial year 2020-21. In the short term, the lockdown could also potentially lead to a financial distress, both for consumers and companies, including disruptions in money supply and general liquidity.

Industry Structure and DevelopmentsThe global gelatin market is currently being driven by an increasing demand for functional and convenience foods, growth in end-user industries, rising health awareness and growth in emerging markets. Gelatin has multiple applications across various industries including food & beverage, pharmaceutical, biomedical, personal care, and other technical areas.

The food and beverage sector currently represents the largest end-use sector followed by nutraceuticals, pharmaceuticals, cosmetics and others. In the food and beverage sector, gelatin is widely used in bakeries and confectionaries, wine fining, meat products, etc. In the nutraceuticals sector, it is used in nutritional bars and protein drinks. In the pharmaceutical sector, it is used in making hard and soft capsules, stabilizers for oil emulsions, glycerinated gelatin for suppositories, etc.

The worldwide market for Gelatin is expected to grow at a CAGR of roughly 2.8% over the next five years.

However, food security concerns and threat of vegan gelatin substitutes are some of the factors hindering the market growth. Growing regulatory issues, primarily in the food industry and environment, are also challenges for domestic gelatin manufacturers.

Opportunities and Threats, Outlook, Risks and ConcernsDue to Covid-19 nearly the whole world has gone into lockdown, and businesses across the globe are operating in fear of an impending collapse of global financial markets. This situation, clubbed with sluggish economic growth in the previous year, especially in a developing country like India, is leading to extremely volatile market conditions.

The lockdown has affected the purchase of our main raw material crushed bone. The slaughter houses are not functioning due to lower exports and lower consumption of meat in the country. The restaurants are closed, the hiccup in transportation for this particular commodity continues and it has resulted in an overall shortage of over 50% for the industry. Difficulty in sourcing good quality raw material and rise in raw material prices continue as an areas of concern.

India continues to be categorised as “Negligible Risk” under BSE categorisation. With increasing level of awareness on environmental hazards, the state authorities are upgrading pollution control norms regularly and the industry is now required to address the issue of environment with more commitment. Your company continues to take all necessary steps to comply with pollution control norms.

Segment-wise or product-wise performanceThe Company is engaged in only one segment namely manufacture and sale of gelatine and related products like ossein and di-calcium phosphate (DCP) and as such there are no reportable segments as per Ind AS-108 “Operating Segments.”

Internal financial controls and its adequacyThe Company's Internal Financial Control framework is commensurate with the size and the nature of its operations. These have been designed to provide reasonable assurance about recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of Corporate Policies.

The Company has laid down procedures and policies to guide the operations of the business. The Company has a well-defined delegation of power with authority limits to approve revenue as well as expenditure. Functional heads are responsible to ensure compliance with the policies and procedures laid down by the management.



The Company has appointed reputed firm of Chartered Accountants to carry out internal audits. The audit is based on a focused and risk based internal audit plan, which is reviewed and approved each year by the Audit Committee of the Company.

The Audit Committee reviews reports submitted by internal auditors. Suggestions to improve any process are considered by the management and the Audit Committee follows up on corrective actions taken by the management. The Audit Committee also meets the Company's statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the Board of Directors informed of its major observations periodically.

The operating management assessed the effectiveness of the Company's internal controls over financial reporting as of 31st March 2020. M/s. Lodha & Co., the Statutory Auditors of the Company audited the financial statements included in this Annual Report and have issued a report on the internal controls over financial reporting (as defined in Section 143 of the Companies Act, 2013).

Based on its evaluation (as provided under Section 177 of the Companies Act, 2013 and Clause 18 of SEBI Listing Regulations), the Audit Committee has concluded that as of 31st March 2020, the Internal Financial Controls were adequate and operating effectively.

Human Resources / Industrial RelationsThe Company's human resources agenda continues to remain focused on the development of its employees, building capabilities in the organization and progressive employee relations policies. The Company addressed training and development needs of its workforce in technical and behavioural areas by deploying internal and external faculty. During the year 2018-19 a memorandum of understanding was reached and signed with the employees' union for a period of five years.

The Company recognises the importance of its employees and the pride, passion and drive they possess to take the organisation to new heights. During the year, Company worked with strength of 470 employees. The Company provides employees with numerous opportunities to increase their knowledge, skills and abilities and enables them to grow in their careers. The Company successfully adds value to the employees' talent through result driven training, while encouraging and rewarding excellence.

Industrial relations remained cordial throughout the year. Your Directors place on record their sincere appreciation of the significant contributions made and the continued support extended by all employees at all levels to the Company's operations during the year.

Financial and operational performance

The financial highlights for the year 2019-20 are as follows : (₹ lacs)

2020 2019 Variance

Revenue from Operations 13,425.00 12,568.20 856.80

Profit before tax 1,783.83 1,323.86 459.97

Profit after taxation 1,287.97 1,006.30 281.67

The improved performance is mainly driven by increased sales volume and higher price realisation of products.

Significant changes in key financial ratiosIn accordance with the Listing Regulations, the Company is required to give details of significant changes in the key financial ratios. During the year, the significant changes in financial ratios of the Company, which are more than 25% as compared to the previous year are summarized below:

Financial Ratio FY 2019-20 FY 2018-19 Change (%) Reason for change

Operating profit margin (%) 9.58% 6.58% +48.83% Improved margin realisation and Return on Net worth 9.46% 7.58% + 24.84% higher volumes.

Cautionary StatementCertain statements made in the Management Discussion and Analysis Report relating to the Company’s objectives, projections, outlook, expectations, estimates and others may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results may differ from such expectations whether expressed or implied. Several factors could make significant difference to the Company’s operations. These include raw material availability, import and exports of raw material and finished goods, economic conditions, affecting demand and supply, government regulations, changes in taxation, natural calamities, period of lockdown and Covid-19 over which the Company does not have any direct control.



Annexure - I to the Board’s Report

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

The Company is focused on activities contributing to the social and economic development of the communities in which it operates and in doing so, build a better, sustainable way of life for the weaker sections of the society and raise the country’s human development index.

During the year under review, the Company’s contributions to the community were in the areas of protection of environment, promotion of education, livelihood, promoting health care including preventive health care, providing water, sanitation and rural development and contributions to other social development organisations. The Company also supported and partnered with several NGOs in community development and health initiatives. Some of the social activities carried out by the Company were as under:

EnvironmentThe Company carried out plantation of trees, maintenance of green belts and gardens around the manufacturing unit. Mangrove plantation in the factory premises and surrounding areas, vermi-compost of waste and its use as manure, recycling of treated water in cooling water system and in horticulture activities, etc. are regular activities undertaken by the Company.

The Company and its employees regularly promote and participate in projects for cleanliness of river Narmada through cleaning banks, putting up flex, banners and wall painting messages. The company sponsored various programmes for environment protection like Marathon ‘Run Jabalpur Run’ for environment protection, ‘Narmada Mahotsava’ and ‘Narmada Jayanti’.

The Company has done plantation in 22 acres approx. of land at three spots adjacent to river narmada at Bheraghat, Jabalpur and also maintaining the same since last four years.

EducationEducation remains as one of the focus areas of social development and the Company supports academics at all levels. The Company provides assistance to schools such as Ekal Vidyalaya (Friends of Tribal Society). The Ekal Vidyalaya movement aims to help eradicate illiteracy from rural and tribal India. The Company also provides scholarships to poor girls of the locality and educational support to various poor children through contributions to various schools and other charitable institutions. The Company also aided the repairs and maintenance of schools located in the nearby villages and provided financial help to meritorious but financially challenged students.

Community Health CareThe Company conducts regular health checks, eye check-up and blood donation camps and medical diagnostic camps. The Company also arranged for sprinkling of medicines and insecticides in the surrounding villages to prevent diseases and promote cleanliness.

Swachh Bharat MissionTo promote the national mission on cleanliness “Swachh Bharat Mission”, your Company has contributed towards construction and maintenance of toilets in the nearby village/girls’ schools.

Brief outline of the Company’s CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the

weblink to the CSR policy and projects or programmesThe main objective of the CSR Policy is to lay down guidelines for the Company to make CSR a key business process for sustainable development for the society. It aims at supplementing the role of the Government in enhancing welfare measures of the society based on the immediate and long term social and environmental consequences of their activities.

The Company shall constantly strive to ensure strong corporate culture which emphasizes on integrating CSR values with business objective. It shall also pursue initiatives related to quality management, environment preservation and social awareness, in the areas as detailed below:

(i) Promoting health care including preventive healthcare and sanitation and making available safe drinking water;

(ii) Promoting education, including special education and employment enhancing vocational skills especially among children, women, elderly and the differently abled and livelihood enhancement projects;

(iii) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining of soil, air and water;

(iv) Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;

(v) Rural development projects;

(vi) Promote and participate in projects for cleanliness of Narmada river;

(vii) Promote education of girl child and the underprivileged by providing academic support, assistance to schools, sponsorships for eradicating illiteracy;

(viii) Emphasis on regular health checks and medical aid/ health care facilities with special focus for the mother and child as well as the old aged persons of surrounding areas and making available of safe drinking water;

(ix) Promote and sponsor various sports activities and games organized by local gram panchayat;

(x) Promote and support local religious and cultural programmes;

(xi) Other areas as may be notified by the Government from time to time.



The CSR policy is available on the company’s website www.narmadagelatines.com.

Composition of the CSR Committee:

Ÿ Mr. Mohan C. Pant - Independent Director (Chairman)

Ÿ Mr. Sanjeev Jain – Director (till 03.01.2020)

Ÿ Mr. Ravindra K Raje – Director (w.e.f. 12.2.2020)

Ÿ Mr. Ashok K. Kapur - Wholetime Director

Average net profit of the Company for last three financial years: ₹ 716 lacs

Prescribed CSR Expenditure: ₹ 14.32 lacs

Details of CSR spend for the financial year:

a. Total amount spent for the financial year ₹ 15.65 lacs

b. Amount unspent, if any: Nil

c. Manner in which the amount was spent during the financial year is detailed below: (₹ lacs)

Project/Activities Sector Locations Amount Amount Amount Amount

outlay spent on the spent spent through

(Budget) projects or Direct implementing

Project or programs agency*

program wise

Sponsoring of sports and Sports Jabalpur 1.00 0.37 0.37 - games events Promotion

Financial assistance to Child and Old Jabalpur 1.25 0.43 0.43 - orphanage and old age homes age people care

Tree plantation, and Environment Bheraghat maintenance, promotion of river Protection & Jabalpur 8.00 8.67 8.67 - cleanliness and protection Plantation

Medical and health camps, Health Care Jabalpur and 1.00 0.20 0.20 - blood donation drive etc. surrounding villages

Educational scholarship, Literacy Jabalpur 5.00 5.33 3.98 1.35 provision of books & educational aid to Govt./ other schools

Financial assistance for hosting Cultural Activities Jabalpur 0.50 0.30 0 0.30 cultural programmes

Financial assistance for Care of girl child Jabalpur 0.50 0.35 0.35 - upliftment of girl child

TOTAL 17.25 15.65 14.00 1.65

* Details of Implementing Agencies: Soham Welfare Society, Jabalpur; Maharishi Vidya Mandir, Jabalpur; Friends of Tribal Society, Jabalpur; Arya Vidhya Sabha,

Jabalpur; Narmada Ved Vedang School, Jabalpur; Sanatam Dharam Shiksha Samiti, Jabalpur; Indian Red Cross Society

Responsibility StatementThe Responsibility Statement of the Corporate Social Responsibility Committee of the Board of Directors of the Company is reproduced below:

“The implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR objectives and the policy of the Company.”

Mohan C. Pant Ashok K. KapurChairman - CSR Committee Whole-time Director

Place: JabalpurDate: 29th June, 2020



Annexure - II to the Board's Report

SECRETARIAL AUDIT REPORT FORM No. MR-3

For the Financial Year Ended 31st March, 2020

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule 9 of the Companies [Appointment and Remuneration of Managerial

Personnel] Rules, 2014]

To,The Members,Narmada Gelatines Limited, CARAVS, Room No. 28,15, Civil Lines,Jabalpur - 482 001

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Narmada Gelatines Limited(hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of

stsecretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31 March 2020 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:I have examined the books, papers, minute books, forms and returns filed and other records maintained by Narmada Gelatines Limited for

stthe financial year ended on 31 March 2020 according to the provisions as may be applicable to the company of:

i. The Companies Act, 2013 and the Companies Amendment Act, 2017 (hereinafter collectively referred to as the “ACT”) and the Rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder;v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'); a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; Not Applicable

during the period under review;b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;c. The Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 and The

Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) (Amendment) Regulations, 2018 (hereinafter collectively referred to as “Listing Regulations”);

d. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable during the period under review;

e. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;f. The Securities and Exchange Board of India (Share Based Employee Benefits), Regulations, 2014; Not applicable during the

period under review;g. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993; Not applicable

during the period under review as the company is not acting as a Registrar and Share Transfer Agent;h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not applicable during the period under

review;i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998. Not applicable during the period under

review;j. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018, ANDk. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preferences Shares)

Regulation, 2013. – Not applicable to the company during the period under review.

vi. The Food Safety and Standards Act, 2006 along with Food Safety and Standards Rules 2011;

vii. Pollution Control Act, Rules and Notification issued thereof;

viii. Legal Metrology Act, 2009 and Rules made thereunder;

ix. The Factories Act, 1948 and Rules made thereunder;

x. Shops and Establishment Act, 1953;

xi. The Employees Provident Fund and Miscellaneous Provisions Act, 1952 and Rules made thereunder;

xii. The Maternity Benefits Act, 1961;

xiii. The Minimum Wages Act, 1948;

xiv. The Payment of Bonus Act, 1965;

xv. The Payment of Gratuity Act, 1972;



xvi. The Employment Exchange (Compulsory Notification of Vacancies) Act,1959;xvii. The Payment of wages Act, 1936 and other applicable Industrial and Labour Laws.

stI have also examined compliance of Secretarial Standards on Board of Directors (SS-1), General Meetings (SS-2) made effective 1 July st2015 and Dividend (SS-3) made effective 1 January, 2018 (voluntary adoption by the Company) issued by the Institute of Company

Secretaries of India.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. Changes have taken place in the composition of the Board of Directors during the period under review. Adequate notice is given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent atleast seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

The dissenting views of the member(s) of the Board of Directors and Committees thereof were captured and minuted whenever arises. However, no such cases has arisen during the period under review.

I further report that, there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Sd/-

Dr. Asim Kumar Chattopadhyay Practising Company Secretary FCS No. 2303 Certificate of Practice No. 880Date: 25.06.2020 UDIN : F002303B000377546

ANNEXURE TO THE SECRETARIAL AUDIT REPORT

To,

The Members

Narmada Gelatines LimitedCARAVS, Room No. 2815 Civil Lines, Jabalpur – 482 001

stMy Report for the financial year ended 31 March 2020 of even date is to be read along with this letter.1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion

on these secretarial records based on my audit. 2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the

contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Wherever required, I have obtained the management representation about the compliance of laws, rules and regulations and

happening of events etc. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of

management. My examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with

which the management has conducted the affairs of the company.

Sd/-

Dr. Asim Kumar Chattopadhyay Practising Company Secretary FCS No. 2303Date: 25.06.2020 CP No. 880



Annexure - III to the Board's Report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014]

A. CONSERVATION OF ENERGY

1. Steps taken or impact on conservation of energy : Nil

2. Steps taken or utilising alternate sources of energy: Nil

3. Capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION

1. Efforts in brief made towards technology absorption: Process control for improvement of yield/ clarity

2. Benefits derived as a result of above efforts: Improved yield and clarity improved. So better product mix, resulting in better average realization.

3. Imported technology (imported during the last 3 years reckoned from the beginning of the financial year) :

(a) Technology

(b) Year of import

(c) Has technology been fully absorbed Not applicable as no technology imported

(d) If not fully absorbed, areas where this has not taken place, reasons thereof and future plan of action

4. Expenditure on R&D

Particulars 2019-20 2018-19

Recurring Expenditure : ₹11.24 lacs ₹11.91 lacs

Capital Expenditure: Nil ₹16.07 lacs

Total R&D Expenditure as a % of Total Turnover: 0.08.% 0.22%

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars 2019-20 2018-19

FOB value of exports : ₹249.61 lacs ₹113.25 lacs

Expenditure in Foreign Exchange :

- Travel for Export Promotion: ₹1.06 lacs ₹0.63 lacs

- Others: ₹4.81 lacs ₹5.09 lacs


Mohan C Pant Ashok K. KapurDirector Whole-time Director

th29 June, 2020Jabalpur



Annexure - IV to the Board's Report

EXTRACT OF ANNUAL RETURN

FORM No. MGT - 9stAs on the financial year ended 31 March, 2020

[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

i) CIN L24111MP1961PLC016023

thii) Registration Date 13 January, 1961

iii) Name of the Company Narmada Gelatines Limited

iv) Category / Sub-Category of the Company Company having Share Capital

v) Address of the Registered office and contact details CARAVS, Room No. 28, 15 Civil Lines, Jabalpur - 482001 (M.P.) Phone : (0761) 2830433

vi) Whether listed company Yes / No Yes

vii) Name, Address and Contact details of Registrar and C.B. Management Services Pvt. LtdTransfer Agent, if any P-22 Bondel Road, Kolkata Phone : (033) 40116700, 40112280 E-mail : [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Business Activities contributing 10% or more of the total turnover of the Company:

Sl. Name and Description of main Products/ NIC Code of the Product/Service % to total turnover of the company

No. Services

1 Gelatine 20295 77.83%

2 Di-Calcium Phosphate – Poultry Feed 10802 20.48%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. Name and address of the company CIN/GLN Holding / % of shares Applicable

No. Subsidiary / held Section

Associate

1 Alfamont (Mauritius) Ltd. Foreign Holding 75% 2(46) Les Cascades Building, Company Company Edith Cavell Street, Port Louis, Mauritius

2 Jumbo World Holdings Ltd. Foreign Ultimate Holding Nil 2(46) Sea Meadow House, Company Company Blackburne Highway (P.O.Box 116), Road Town, Tortola, British Virgin Islands



IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Shareholding:

Category of Shareholder No. of Shares held at the beginning of No. of Shares held at the end of % Change

the year (01.04.2019) the year (31.03.2020) during

the year

Demat Physical Total % of Demat Physical Total % of

Total Total

Shares Shares

(A) Promoter

1 Indian

(a) Individuals/ HUF

(b) Central Government

(c) State Government(s)

(d) Bodies Corporate

(e) Bank/Financial Institutions

(f) Any Other (specify)

Sub Total (A)(1) - - - - - - - - -

2 Foreign

(a) NRIs-Individuals

(b) Other-Individuals

(c) Bodies Corporate 4537189 - 4537189 75.00 4537189 - 4537189 75.00 -

(d) Bank/Financial Institutions

(e) Any Other (specify)

Sub Total(A)(2) 4537189 - 4537189 75.00 4537189 - 4537189 75.00 -

Total Shareholding of Promoter

& Promoter Group (A)= (A)(1)+(A)(2) 4537189 - 4537189 75.00 4537189 - 4537189 75.00 -

(B) Public shareholding

1 Institutions

(a) Mutual Funds

(b) Bank/Financial Institutions

(c) Central Govt

(d) State Govt(s)

(e) Venture Capital Funds

(f) Insurance Companies 175 350 525 0.01 0 350 350 0.01 -

(g) Foreign Institutional Investors (FII)

(h) Foreign Venture Capital Funds

(i) Others (specify)

Sub-Total (B)(1) 175 350 525 0.01 0 350 350 0.01 0.00

2 Non-institutions

(a) Bodies Corporate

i) Indian 401124 2100 403224 6.67 392339 2100 394439 6.52 -0.15

ii) Overseas

(b) Individuals

i) Individual shareholders holding

nominal share capital up to

Rs 1 lacs 843183 55582 898765 14.86 854873 48812 903685 14.94 0.08

ii) Individual shareholders holding

nominal share capital in excess

of Rs. 1 lacs 158562 - 158562 2.62 158438 - 158438 2.62 -

(c) Others (specify)

i) NRI 33734 - 33734 0.56 36226 - 36226 0.60 0.04

ii) Clearing Member 551 - 551 0.01 798 - 798 0.01 -

(iii) IEPF 17037 - 17037 0.28 18462 - 18462 0.31 0.02

Sub-Total (B)(2) 1454191 57682 1511873 24.99 1461136 50912 1512048 24.99 -

Total Public Shareholding

(B) = (B) (1)+(B) (2) 1454366 58032 1512398 25.00 1461136 51262 1512398 25.00 -

TOTAL (A)+(B) 5991555 58032 6049587 100.00 5998325 51262 6049587 100.00 -

(C) Shares held by Custodians for

GDRs & ADRs

Sub-Total ( C )

GRAND TOTAL (A)+(B)+(C) 5991555 58032 6049587 100.00 5998325 51262 6049587 100.00 -



(ii) Shareholding of Promoters:

Sl. Shareholder's Name Shareholding at the beginning Shareholding at the end % change in

No. of the year ( 01.04.2019 ) of the year ( 31.03.2020) shareholding

No of % of total % of shares No of % of total % of shares during

Shares shares of Pledged/ Shares shares of Pledged/ the year

Company encumbered Company encumbered

to total shares to total shares

1 Alfamont (Mauritius ) Limited 4537189 75.00 0.00 4537189 75.00 0.00 0.00

Total 4537189 75.00 0.00 4537189 75.00 0.0 00.00

(iii) Change in Promoter's Shareholding:

There was no change in Promoter's shareholding during the year.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. Shareholder's Name Shareholding/ Shareholding at the Cumulative Shareholding

No. Transaction beginning of the year during the year

Date (01.04.2019) (01.04.2019 to 31.03.2020)

No. of % of total No. of % of total

Shares shares of Shares shares of

the Company the Company

1 MILLINER AGENCIES PRIVATE LIMITED

At the beginning of the year 01-04-2019 247119 4.08 247119 4.08

At the end of the year 31-03-2020 247119 4.08

2 DEEPAK MADHAV TUDAVEKAR



3 HANUMAN SHARE & STOCK BROKERS LIMITED



4 SWARAN FINANCIAL PRIVATE LIMITED


Decrease 29-11-2019 119 0.00 34893 0.58

Decrease 10-01-2020 1000 0.02 33893 0.56


5 Rupesh Bhutoria



6 ANIRUDH DAMANI


Increase 13-03-2020 431 0.01 19220 0.32

Increase 31-03-2020 1084 0.02 20304 0.34


7 SATSAHIB SECURITIES PRIVATE LIMITED


Decrease 30-08-2019 100 0.00 18432 0.30

Decrease 10-01-2020 200 0.00 18232 0.30

Decrease 17-01-2020 300 0.00 17932 0.30

Decrease 07-02-2020 100 0.00 17832 0.29

Decrease 28-02-2020 150 0.00 17682 0.29




Sl. Shareholder's Name Shareholding/ Shareholding at the Cumulative Shareholding

No. Transaction beginning of the year during the year

Date (01.04.2019) (01.04.2019 to 31.03.2020)

No. of % of total No. of % of total

Shares shares of Shares shares of

the Company the Company

8 RADHEY SHYAM VIG


Decrease 24-05-2019 43 0.00 14882 0.25

Increase 31-05-2019 35 0.00 14917 0.25

Increase 07-06-2019 19 0.00 14936 0.25

Increase 19-07-2019 206 0.00 15142 0.25

Increase 06-09-2019 108 0.00 15250 0.25

Increase 13-09-2019 11 0.00 15261 0.25

Increase 31-03-2020 15 0.00 15276 0.25


9 KANTA CHHAJER



10 MAYUR MAHENDRABHAI SHAH



(v) Shareholding of Directors and Key Managerial Personnel:

1 ASHOK KAPUR



2 SANJEEV JAIN

(Ceased to be director wef 03.01.2020)



3 DEEPAK CHAUDHURI



4 VARSHA RAVINDRA RAJE

RAVINDRA K. RAJE


Increase 05-04-2019 12 0 571 0.01

Increase 12-04-2019 5 0 576 0.01

Increase 24-05-2019 18 0 594 0.01

Increase 21-06-2019 125 0 719 0.01

Increase 28-06-2019 6 25 725 0.01

Increase 02-08-2019 25 0 750 0.01


5 KIRTI VERMA

MAHESH VERMA

At the beginning of the year 01-04-2019 150 0 150 0.00




V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment

( lacs)₹

Particulars Secured loans Total Indebtedness

excluding deposits

Indebtedness at the beginning of the financial year

i. Principal Amount 203.14 203.14

ii. Interest due but not paid Nil Nil

iii. Interest accrued but not due Nil Nil

Total (i+ii+iii) 203.14 203.14

Change in Indebtedness during the financial year

l Addition 1987.08 1987.08

l Reduction (2146.19) (2146.19)

l 1 1Net change (159.1 ) (159.1 )

Indebtedness at the end of the financial year

i. Principal Amount 44.03 44.03

ii. Interest due but not paid Nil Nil

iii. Interest accrued but not due Nil Nil

Total (i+ii+iii) 44.03 44.03

Note: Secured loans represents bank overdraft against security of mutual funds.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

Sl. Particulars of Remuneration Mr. Ashok K Kapur Total

No. Wholetime Director ( ₹ lacs)

1 Gross salary

(a) Salary as per provisions of Section 17(1) of the Income-tax Act, 1961 40.20 40.20

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - -

(c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961 - -

2 Stock Option - -

3 Sweat Equity - -

4 Commission - -

5 Others - -

Total (A) 40.20 40.20

Ceiling as per the 70.44*

*Being 5% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013



B. Remuneration to other directors

Sl. Particulars of Remuneration Name of Directors Total

No (₹ lacs)

1 Independent Directors Jt. Gulab Gupta Mohan C. Pant Deepak Chaudhari

Fees for attending board/committee meetings 0.96 0.99 0.50 2.45

Commission - - - -

Others - - - -

Total (1) 0.96 0.99 0.50 2.45

2 Other Non-Executive Directors Sanjeev Jain Ravindra K. Raje Drushti R. Desai

Fees for attending board/committee meetings 0.55 0.76 0.66 1.97

Commission - - - -

Total (2) 0.55 0.76 0.66 1.97

Total (B)=(1+2) 1.51 1.75 1.1 4.42 6

Overall Ceiling as per the Act 14.08*

* Being 1% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013

Total Managerial Remuneration (A+B) ₹ 44.62 lacs

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sl. Particulars of Remuneration Key Managerial Personnel Total

No. Mahesh Verma Garvita Asati (₹ lacs)

Company Secretary CFO

1 Gross salary (a) Salary as per provisions of Section 17(1) of the 13.22 5.26 18.48 Income tax Act, 1961 (b) Value of perquisites u/s 17(2) Income tax Act, 1961 - - - (c) Profits in lieu of salary u/s 17(3) Income tax Act, 1961 - -

2 Stock Option - -

3 Sweat Equity - - -

4 Commission - - -

5 Others - - -

Total 13.22 5.26 18.48

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: There were no penalties / punishment / compounding of offences for breach of any Section of the Companies Act against the

Company or its Directors or other Officers in default, during the year.



Annexure - V to the Board's Report

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER Section 197(12) OF THE COMPANIES ACT, 2013

READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)

RULES, 2014

i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2019-20, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2019-20 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. Name of Director/KMP and Remuneration % increase in Ratio of Comparison of theNo. Designation of Director/KMP Remuneration remuneration of Remuneration of for financial year in the each Director KMP against the

2019-20 Financial Year to median performance of the (₹ lacs) 2019-20 remuneration of Company

employees

1 Justice Gulab Gupta - Director* - - -

2 Deepak Chaudhuri - Director* - - -

3 Mohan C Pant - Director* - - -

4 Sanjeev Jain - Director* - - -

5 Ravindra K Raje - Director* - - -

6 Drushti Desai - Director* - - -

7 Ashok K Kapur - Wholetime Director 40.20 13.43% 16.66

8 Mahesh Verma - Company Secretary 13.22 2.64% Not Applicable

9 Garvita Asati - Chief Financial Officer 5.26 7.52% Not Applicable

* The Non-Executive Directors of the Company are only entitled to sitting fees as per the statutory provisions, the details of which are provided in the Corporate Governance Report.

ii) The median remuneration of employees of the Company during the financial year 2019-20 was ₹2.41 lacs.

iii) In the financial year 2019-20, there was an increase of 11.08% in the median remuneration of employees.

iv) There were 200 permanent employees on the rolls of Company as on 31st March, 2020.

v) Relationship between average increase in remuneration and company performance: The Profit after tax for the financial year ended March 31, 2020 increased by 30.28% whereas the average remuneration increased by 13.70%, which is mainly on account of retirement of higher paid employees during the year.

vi) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company: The total remuneration of Key Managerial Personnel increased by 10.27% whereas the Profit after tax increased by 30.28%.

vii) a) Variations in the market capitalisation of the Company: The market capitalisation as on 31st March, 2020 was ₹ 7053.82 lacs, as

compared to ₹ 7692.05 lacs as on 31st March 2019.

b) Price Earnings ratio of the Company was 5.48 as at 31st March, 2020 as compared to 7.64 as at 31st March, 2019.

c) Percent increase in the market quotation of the shares of the company as compared to the rate at which the company came out with the last public offer in the year: The Company had come out with initial public offer (Rights Issue) in 1994-95. An amount

of ₹1000 invested in the said Rights Issue / IPO would be worth 17490 as on 31st March, 2020 indicating a compounded annual ₹

growth rate of 12.13% excluding the dividends paid out since the Rights Issue.

viii) Average percentage increase in the salaries of employees other than the Key Managerial Personnel in the financial year 2019-20 was 14.04% whereas the managerial remuneration for the same financial year was increased by 10.27%.

ix) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - None of the employees are in receipt of remuneration in excess of the highest paid director.

xi) The remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees.

Profit after tax increased by 30.28% in the financial year2019-20



REPORT ON CORPORATE GOVERNANCE

COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance is the implementation of best management practices, compliance of law and voluntary adherence to ethical standards which are inevitable for achieving organisational efficiency, enhancing shareholders value and discharge of social responsibility. The principle of good corporate governance is to ensure fairness in all transactions within and outside the company with investors, customers, employees, partners, competitors and the society at large. Adoption of Corporate Governance and disclosure practices attract the best of capital and talent for any organisation and create value and wealth on a sustainable and long-term basis.

Governance practices may vary but the principles are generic and universal, viz. commitment of the Board in managing business ethically and in a transparent manner with the profit objective balanced by long term value equitably for all stakeholders. With increasing complexities in business of organizations, sound governance practices are indispensable to build and sustain trust.

Good corporate governance practices are also essential for a sustainable business model for generating long term value for the stakeholders.

The Company is committed to run its business in a legal, ethical and transparent manner with dedication that prevails throughout the organization. This report sets out the compliance status for the Company with the requirements of corporate governance, for the financial year 2019-20.

The corporate governance structure in the Company assigns responsibilities and entrusts authority among different participants in the organisation viz. the Board of directors, the senior management, employees, etc. Your Company has based its principles of Corporate Governance philosophy on transparency, accountability, values and ethics, which forms an integral part of the Management's initiative in its ongoing pursuit towards achieving excellence, growth and value creation. Your Company is committed to highest standards of Corporate Governance and disclosure practices to ensure that its affairs are managed in the best interest of all stakeholders. The company continuously endeavours to improve upon these aspects on an ongoing basis and adopts innovative approaches for leveraging resources, converting opportunities into achievements through proper empowerment and motivation, fostering a healthy all round growth and development to take the Company forward.

Your Company is in compliance with the requirements of Corporate Governance as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'). In addition to complying with the statutory requirements, effective governance systems and practices towards improving transparency, disclosures, internal control and promotion of ethics at work place have been institutionalized. The following codes and policies have been adopted by the Company:Ÿ Code of ConductŸ Code of Internal Procedure and Conduct for insider TradingŸ Whistle Blower PolicyŸ Related Party Transactions PolicyŸ Corporate Social Responsibility PolicyŸ Sexual Harassment PolicyŸ Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other EmployeesŸ Board Performance Evaluation PolicyŸ Risk Management PolicyŸ Policy for determination of Materiality of any eventŸ Policy on preservation of documentsŸ Anti- Corruption and Anti-Bribery policy

Board &Comittee

Policies,Procedures,

Transparency

CorporateGovernance

Hierarchy& InternalControl

Legal,Regulatory& Systems

VISION MISSION

GOALS STRATEGY



BOARD OF DIRECTORSThe Board of Directors along with its Committees provides leadership and guidance to the Management and directs and supervises the performance of the Company, thereby enhancing stakeholder value. The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected. Your Company has an engaged and well informed Board with qualifications and experience in various areas.

The members of the Board are from diverse backgrounds with skills and experience in different sectors like technology, finance, legal, power and general management. With a view to have a more focused attention on various facets of business and for better accountability, the Board has constituted the following committees viz. Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee, Risk Management Committee, Corporate Social Responsibility Committee and Harassment Committee.

The Company Secretary is primarily responsible for ensuring compliance with applicable statutory requirements and is the interface between the management and regulatory authorities for governance matters. The Company Secretary plays a key role in ensuring that the procedures are followed and regularly reviewed and that all relevant information, details and documents are made available to the Directors and senior management for effective decision-making.

Composition of the BoardAs on 31st March, 2020, Company's Board consists of 6 members which includes one Executive Director, three Non-Executive Independent Directors and two Non-Executive Non-Independent Directors (including one Woman Director). The profile of Directors can be found at our website at www.narmadagelatines.com. The composition of the Board is in conformity with the Companies Act, 2013 and Listing Regulations enjoining specified combination of Executive and Non-Executive Directors with at least one Women Director and one third of the Board comprising of Independent Directors as laid down for a Board chaired by Non-Executive Independent Director.

Category Number of Directors % of total number of directors

Executive Directors 1 17

Non Executive Independent Directors 3 50

Non Executive Non-Independent Directors (including woman director) 2 33

Total 6 100

During the year 2019-20, the following changes in the composition of the Board of Directors have taken place:

rdMr. Sanjeev Jain, non- independent non-executive director ceased to be the Director w.e.f 3 January, 2020, due to his sudden death.

Details of Directors attendance and other Directorships/ Committee memberships Necessary quorum was present in all the Board meetings. Further, as mandated by Regulation 26 of the Listing Regulations, none of the Director is a member of more than ten Board committees (considering only Audit Committee and Stakeholders' Relationship Committee) or Chairman of more than five Committees across all public limited Companies (listed or unlisted) in which he/she is a Director. No Director of the Company serves as Director in more than eight listed Companies, as Independent Director in more than seven listed Companies and in case he/she is serving as a Whole-Time Director in any listed Company, does not hold the position of Independent Director in more than three listed Companies. Further, all Directors have informed about their Directorships, Committee Memberships/Chairmanships including any changes in their positions. None of the Directors of the Company are related inter-se, in terms of Section 2(77) of the Companies Act, 2013, including Rules thereunder. The Company has not issued any convertible instruments, hence, disclosure in this respect is not applicable.

Details of attendance of Directors at Board Meetings and at the last year's Annual General Meeting together with particulars of their Directorship and Chairmanship/Membership of Board Committees as on 31st March, 2020, are as under:

Name of Directors Category# Attendance at Directorships and Share-

Chairmanship/Memberships of Board holding

Committees in Indian Public Companies in the

Board Meetings AGM Director- Committee Committee company

25.09.2019 ships* Member- Chairman- (equity share

ships* ship* of 10 ₹

Held Attended per share)

Justice Gulab Gupta ID 4 4 Yes - 1 1 Nil

Mr. Deepak Chaudhuri ID 4 2 No - 1 - 50

Mr. Mohan C. Pant ID 4 4 Yes - 2 1 Nil

Mr. Sanjeev Jain* NI & NED 4 3 No 2 2 1 NA

Mr. Ravindra K. Raje NI & NED 4 4 No 2 2 - 750

Mr Ashok K. Kapur ED 4 4 Yes 1 1 - 1050

Mrs. Drushti R. Desai NI & NED 4 3 No 2 4 1 Nil

*(upto 03.01.2020)



Name of other listed entities where Directors of the company are Directors and the category of Directorship

Name of Director Name of listed entities in which the concerned Director is a Director Category of Directorship#

Mrs. Drushti R. Desai Kewal Kiran Clothing Limited ID

Chemfab Alkalis Limited ID

# ID: Independent Director; NI: Non-Independent Director; NED : Non-Executive Director; ED: Executive Director*The above does not include any Alternate Directorships and Directorships of Foreign Companies, Section 8 Companies and Private Limited Companies. Memberships/Chairmanships of only the Audit Committees and Stakeholders' Relationship Committees of Public Limited Companies have been considered.

Number of Board Meetings and datesMinimum four prescheduled Board meetings are held every year (one meeting in every calendar quarter). In case of any exigency/

themergency, resolutions are also passed by circulation. During the financial year 2019-20 the Board of Directors met four times on 27 May, th th th2019, 6 August, 2019, 12 November, 2019 and 12 February, 2020. The maximum gap between any two consecutive meetings was less

than one hundred and twenty days, as stipulated under the Companies Act, 2013, Regulation 17 of the Listing Regulations and Secretarial Standards.

Skills / Expertise / Competencies of the Board of Directors

The core skills, expertise and competencies identified by the Board of Directors as required in the context of the Company's business and that the said skills are available with the Board Members:

i) Knowledge about the Company's business and industry in which the company operates. Knowledge about the company's policies, major risks, threats and opportunities.

ii) Behavioural skills - attributes and competencies to use their knowledge and skills to contribute effectively to the growth of the Company.

iii) Problem solving, innovation skill and leadership qualities.

iv) Business Strategy, Sales & Marketing, Corporate Governance.

v) Financial, Investment and Management skills

vi) Technical / Professional skills and specialized knowledge about production and process of the Company

vii) Legal knowledge - Law including corporate, labour, industrial, taxation laws, etc.

The specific areas of focus or expertise of individual Board members have been highlighted and given in the table below:

Director Area of expertise

Company's Behavioural Leadership Sales & Board and Financial Technical & Legal

business & skills Marketing Corporate Professional

Industry Governance

Justice Gulab Gupta 3 3 3 3 3

Mr. Deepak Chaudhuri 3 3 3 3 3 3

Mr. Mohan C. Pant 3 3 3 3 3

Mr. Sanjeev Jain* 3 3 3 3 3 3 3

Mr. Ravindra K. Raje 3 3 3 3 3 3 3

Mr Ashok K. Kapur 3 3 3 3 3 3 3 3

Mrs. Drushti R. Desai 3 3 3 3 3 3 3

*upto 03.01.2020

Profile of DirectorsA brief profile of Director being appointed/re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships, memberships/ chairmanships of Board Committees and her shareholding in the Company, if any, are provided below.

Director(s) retiring by rotationMs. Drushti R. Desai (DIN 00294249) is Commerce Graduate and Fellow member of the Institute of Chartered Accountants of India. She is a partner in Bansi S Metha & Co. Chartered Accountants and has wide experience in the field on taxation and audit. mergers and acquisitions etc. She is presently on the Board of M/s Kewal Kiran Clothing Limited, Chemfab Alkalis Limited, Kruti Finance & Holdings Pvt. Ltd and Narmada Gelatines Limited.

She does not hold any shares in the company as on 31st March, 2020.

Board ProcedureThe Agenda and Notes on Agenda for Board Meetings are circulated to Directors in advance. All material information is incorporated therein to facilitate meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, it is tabled before the meeting with specific reference to this effect in the agenda. In special and exceptional circumstances, any other matters are discussed with the permission of the Chairman of the Board meeting.



Recording minutes of proceedings at Board and Committee meetingsThe Company Secretary records the minutes of proceedings of Board and Committee meetings. Draft minutes are circulated to members of the Board / Committees for their comments. The minutes are entered in the Minutes Book within 30 days from the conclusion of the meeting.

Post-meeting follow-up mechanismManagement takes actions on the decisions and directions arising out of the discussions of the Board/ Committees Meetings. Important decisions taken at meetings of the Board/Committees are communicated promptly to the concerned departments/ divisions.

An action taken report on decisions/minutes of the previous meeting(s) is placed at the succeeding meeting of the Board/Board Committees for review and follow-up.

ComplianceThe Company Secretary, while preparing the agenda, notes on agenda and minutes of the meeting(s), is responsible for and is required to ensure adherence to all applicable laws and regulations, including the Companies Act, 2013 read with rules issued thereunder, as applicable and the Secretarial Standards recommended by the Institute of Company Secretaries of India.

The Board of Directors is provided with all the information and update on the subjects detailed under and have complete access to any information within the Company.

l Annual operating plans and budgets and updatesl Capital budgets and updatesl Quarterly / annual financial results of the companyl Minutes of meetings of board, audit committee and other committees of the boardl Show cause, demand, prosecution notices and penalty notices, which are materially importantl Information on recruitment and remuneration of senior officers just below the level of board of directors, including appointment or

removal of Chief Financial Officer and the Company Secretaryl Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problemsl Any material default in financial obligations to and by the company, or substantial non-payment for goods sold by the companyl Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which may

have passed strictures on the conduct of the company or taken an adverse view regarding another enterprise that can have negative implications on the company

l Significant labour problems and their proposed solutionsl Any significant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of

Voluntary Retirement Scheme, etcl Sale of material nature of investments, assets, which is not in the normal course of businessl Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-payment of dividend,

delay in share transfers, etc.l Quarterly compliance certificates which includes non-compliance of any regulatory, statutory nature or listing requirements and

shareholders servicel Appointment, remuneration and resignation of Directorsl Proposals requiring strategic guidance and approvals of the Board of Directorsl Related party transactionsl Formation and reconstitution of Board Committees and their terms of referencel Declarations by Independent Directorsl Disclosures of interest of Directors and their shareholdingl Appointment and fixing of remuneration of Statutory Auditors as recommended by the Audit Committeel Appointment of Internal Auditors and Secretarial Auditorsl Discussion on reports and observations of Internal and Statutory Auditorsl Dividend declarationl Making of loans and investment of surplus fundsl Proposal for major investments, merger, amalgamationsl Borrowing money, giving guarantees or providing security in respect of loanl Issue of securities, shares, debentures

Independent DirectorsIndependent Directors of the Company have been appointed as per the provisions of the Act and rules thereunder. The Independent Directors have confirmed that they meet the criteria of independence laid down under the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective Independent judgment and without any external influence. The Board of Directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

Formal letters of appointment have been issued to the Independent Directors and the terms and conditions of their appointment are disclosed on the company's website at www.narmadagelatines.com.



Tenure of Independent DirectorsIn accordance with Section 149(11) of the Companies Act, 2013, the current tenure of all the Independent Directors of the Company is for a

thterm of 5 consecutive years from the date of Annual General Meeting (AGM) held on 22nd September, 2016 upto the conclusion of 60 stAGM to the Company or till 21 September, 2021, whichever is earlier.

Separate Meeting of Independent DirectorsthIndependent Directors of the Company met separately on 12 February, 2020 without the presence of Non-Independent Directors and

members of the Management. In accordance with the Listing Regulations, following matters were, inter alia, reviewed and discussed in the meeting, as required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25 (3) of the Listing Regulations:

At the meeting, the Independent Directors:l performance of Non-Independent Directors and the Board as a whole;l assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is

necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present at the Meeting. The Independent Directors expressed satisfaction on the performance of the non-independent directors in the functioning of the company and on the performance of the Board as a whole.

Directors' Familiarization programme:The Company has an orientation process/familiarization programme for its independent and other directors that includes briefing on their role, responsibilities, duties, and obligations as a member of the Board, nature of business of the Company, plant visit, manufacturing process, quality, safety measures in place, CSR activities etc., matters relating to Corporate Governance, Code of Business Conduct, Risk Management, Compliance Programs, Internal Audit, etc. and introduction to senior management team. This provides insights into the Company to enable the Independent Directors to understand the Company's business in depth that would facilitate their active participation in managing the Company.

As a process, when a new independent director is appointed, a detailed Appointment Letter incorporating the role, duties and responsibilities, remuneration and performance evaluation process, Code of Conduct and obligations on disclosures, is issued for the acceptance of the Independent Directors.

Efforts are made to continually update the Independent Directors on all important developments within the Company and regulatory changes viz. sharing important developments in the industry, the company's internal environment and external environment, industrial relations, updates on demand and supply situation for the Company's products, etc.

All new directors appointed on the Board go through an orientation process/familiarization programme. At the time of appointment of an independent director, a formal letter of appointment is issued by the Company which contains their role, functions, duties and responsibilities. The format of the letter of appointment is available on the company's website (www.narmadagelatines.com). The details of training and familiarization program are provided in the Corporate Governance Report and also available on the website of the company.

Directors and Board Performance evaluationPursuant to the provisions of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements), 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and other Committees.

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the process, format, attributes and criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements. Evaluation of the Board and its Committees is based on various aspects of their functioning, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the meetings, processes followed at the meeting, Board's focus, regulatory compliances and Corporate Governance, etc., are in place. Similarly, for evaluation of individual Director's performance, various parameters like Director's profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and Governance, etc, are considered.

Further, the performance of Chairman, Executive Directors and Independent Directors are evaluated on certain additional parameters depending upon their roles and responsibilities. Similarly, criteria for evaluation of Independent Directors include effective deployment of knowledge and expertise, commitment to their role towards the Company and various stakeholders, high ethical standards, adherence to applicable codes and policies, effective participation and application of objective independent judgement during meetings, etc.

Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the financial year 2019-2020 by the Board on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, etc was carried out. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

BOARD COMMITTEESThe Board has constituted six Committees, namely Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders' Relationship Committee, Risk Management Committee and Harassment Complaint Committee. The Board is authorised to constitute additional functional Committees, from time to time, depending on business needs.



1. Audit Committee The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and

reporting practices of the Company and its compliance with the legal and regulatory requirements.

The Committee's purpose is to oversee the accounting and financial reporting process of the Company, the audits of the Company's financial statements, the appointment, independence, performance and remuneration of the statutory auditors, the performance of internal auditors and the Company's risk management policies. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board. The Audit Committee shall have authority to investigate any matter within the terms of reference or referred to it by the Board.

The Audit Committee has been constituted by the Board in compliance with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations.

The terms of reference of the Audit Committee covers all the areas mentioned under Section 177 of the Act and Regulation 18 read with Part C of Schedule II to the Listing Regulations. The terms of reference of the Audit Committee, inter-alia, are as follows:

l Reviewing the financial reports and the disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed in the reports.

l Recommending the appointment and removal of internal and external auditors, fixation of audit fee and other payments.

l Reviewing the financial statements and draft audit report, including quarterly / half yearly financial information.

l Reviewing with management the quarterly and annual financial statements before submission to the Board focusing primarily on:

- any changes in accounting policies and practices;

- major accounting entries based on exercise of judgment by management;

- qualifications in draft audit report;

- significant adjustments arising out of audit;

- the going concern assumption;

- compliance with accounting standards;

- compliance with stock exchange and legal requirements concerning financial statements;

- approval or any subsequent modification of transactions of the company with related parties;

- reviewing the Company's financial and risk management policies;

- disclosure of contingent liabilities;

- scrutiny of inter-corporate loans and investments;

- valuation of undertakings or assets of the company, wherever it is necessary;

- monitoring the end use of funds raised through public offers and related matters.

l Reviewing with the management, and internal auditors, the adequacy of internal financial controls and risk management.

l Reviewing the adequacy of internal audit function, including the audit charter, approval of the audit plan and its execution, coverage and frequency of internal audit.

l Discussion with internal auditors of any significant findings and follow-up thereon.

l Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

l Looking into the reasons for substantial defaults in payments to the shareholders (in case of non-payment of declared dividends) and creditors.

l To review the functioning of the Whistle Blower mechanism.

l Approval of appointment of the CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing qualifications, experience and background, etc. of the candidate.

l Carry out such other functions as may be specifically referred to the Committee by the Board of Directors or other Committee of Directors.

Composition and Attendance during the year The composition of the Audit Committee and the details of the meetings attended by its members during the financial year ended

31st March, 2020 are as under:

Director Category No. of Meetings held No. of Meetings attended

Justice Gulab Gupta - Chairman Non-Executive Independent Director 4 4

Mr . Deepak Chaudhuri Non-Executive Independent Director 4 2

Mr. Mohan C. Pant Non-Executive Independent Director 4 4

Mrs. Drushti R. Desai Non-Executive Director 4 3

During the financial year 2019-20 Audit Committee met four times and the gap between two meetings did not exceed 120 days. The dates on which Audit Committee Meetings held were: . th th th th27 May, 2019, 6 August, 2019, 12 November, 2019 and 12 February, 2020Necessary quorum was present at the above Meetings.



The Audit Committee Meetings are usually attended by the Whole-time Director, Chief Financial Officer and representatives of the Statutory Auditors and Internal Auditors. The Company Secretary acts as the Secretary of the Audit Committee.

th The Chairman of the Audit Committee was present at the Annual General Meeting of the Company held on 25 September, 2019.

Mrs. Drushti R. Desai, Director and member of the Audit Committee possesses expert financial and accounting knowledge and is a Fellow member of the Institute of Chartered Accountants of India.

Internal Controls The Company has a formal system of internal control which examines operational effectiveness to ensure reliability of financial and

operational information and all statutory / regulatory compliances.

2. Nomination and Remuneration Committee The Nomination and Remuneration Committee (NRC) has been constituted by the Board in compliance with the requirements of

Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements), 2015.

The broad terms of reference of the Nomination and Remuneration Committee are as under:

l To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal.

l To carry out evaluation of every director's performance.

l To formulate the criteria for determining qualifications, positive attributes and independence of a director.

l To recommend to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees.

l Formulate the criteria for evaluation of Director's and Board's performance and to carry out the evaluation of every Director's performance.

l Considering, approving and recommending to the Board changes in designation and increase in salary of the Directors, KMP and other Employees.

l To carry out any other function as is mandated by the Board from time to time.

Composition and Attendance during the yearThe composition of the NRC and the details of meetings attended by its members during the financial year ended 31st March, 2020, are given below:


Mr. Deepak Chaudhuri – Chairman Non - Executive Independent Director 2 1

Justice Gulab Gupta Non - Executive Independent Director 2 2

Mr. Sanjeev Jain(upto 03.01.2020) Non - Executive Director 2 2

Mr. Ravindra Raje(w.e.f. 12.02.2020) Non - Executive Director 2 -

th thThe Nomination and Remuneration Committee met two times during the financial year 2019-20 i.e., as on 27 May, 2019, and 12 thNovember, 2019. The Chairman of the Committee was present at the Annual General Meeting of the Company held on 25

September, 2019.

Remuneration Policy The Nomination and Remuneration Committee has adopted a policy which, inter alia, deals with the manner of selection of Board of

Directors, CEO, CFO, Managing Director and Wholetime Director and their remuneration. The Policy is available on the company's website (www.narmadagelatines.com).

Remuneration of Directors: During the year under review, there was no pecuniary relationship or transactions between the Company and any of its Non-

Executive Directors apart from sitting fees, commission (if any) and reimbursement of expenses incurred by them for the purpose of attending the meetings of the Company.

a) Non-Executive Directors' compensation and disclosures The Non-Executive Directors, including Independent Directors, are paid Sitting fees for attending the meetings of the Board and

thCommittees of the Board. The Company pays sitting fee of ₹20,000/- (previously upto 27 May, 2019 - ₹15,000/-) per meeting to the

Non-Executive Directors for attending Meetings of the Board, ₹4,000/- per meeting for attending the Audit Committee Meeting and

₹2,500/- per meeting for Nomination and Remuneration Committee and Stakeholder's Relationship Committee Meeting.



Sitting fees paid to the Non-Executive Directors for 2019-20 are as detailed below:

Director's Name ( ₹ in lacs)

Justice Gulab Gupta 0.96

Mr. Mohan C. Pant 0.99

Mr. Deepak Chaudhuri 0.50

Mr. Ravindra K. Raje 0.76

Mr. Sanjeev Jain 0.55

Mrs. Drushti R. Desai 0.66

Total 4.42

b) Wholetime Director and Executive Director(s)

The aggregate value of the salary and perquisites paid for the year ended 31st March, 2020 to the Whole-time Director was ₹40.20

lacs. Besides this, the Whole-time Director is entitled to gratuity and encashment of leave at the end of tenure of service. The current agreement with the Whole-time Director is for a period of 2 years from the date of appointment and the same can be terminated by either party by giving three months' notice in writing.

3. Stakeholders' Relationship Committee The constitution of the Stakeholders' Relationship Committee meets with the requirements of Section 178 of the Companies Act, 2013

and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements), 2015.

The Committee specifically looks into the various aspects of interest of shareholders, debenture holders and other security holders.

In terms of Section 178 (5) of the Act and Regulation 20 of the Listing Regulations, the terms of reference of the Stakeholders Relationship Committee are as under:

Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, l

non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. Review of measures taken for effective exercise of voting rights by shareholders. l

Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the l

Registrar & Share Transfer Agent. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and l

ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company. Recommend methods to upgrade the standard of services to investors.

Monitor implementation and compliance with the Company's Code of Conduct for Prohibition of Insider Trading.l

Carry out any other function as is referred by the Board from time to time and / or enforced by any statutory notification / l

amendment or modification as may be applicable.

Perform such other functions as may be necessary or appropriate for the performance of its duties.l

The composition of the Stakeholders Relationship Committee and the details of the meetings attended by its members during the financial year ended 31st March, 2020 are as under:


Mr. Mohan C. Pant – Chairman Non-Executive Independent Director 1 1

Mr. Ashok K. Kapur Whole-Time Director 1 1

Mr. Ravindra K. Raje Non-Executive Director 1 1th During the financial year 2019-20, the Committee met on 12 February, 2020. The Committee oversees the status of investors

grievances. During the year, one investor complaint was received by the Company, as on 31st March, 2020 there was no complaints pending for reply.

Name and designation of Compliance Officer Mr. Mahesh Verma, Head – Finance & Secretarial is the Compliance Officer for complying with the requirements of SEBI Regulations

and the Listing Agreements with the Stock Exchanges in India.

In order to provide efficient services to Investors, and for speedy redressal of the complaints, the Committee has delegated the power of approving transfer and transmission of shares and other matters like split up / sub-division and consolidation of shares, issue of new certificates on rematerialization, sub-division, consolidation and exchange, to Mr. Ashok K Kapur, Wholetime Director and Mr. Mahesh Verma, Head-Finance and Secretarial.

4. Corporate Social Responsibility (CSR) Committee The Company has constituted a Corporate Social Responsibility (CSR) Committee as required under Section 135 of the Companies

Act, 2013. The terms of reference of the CSR Committee broadly comprises:



l To review the existing CSR Policy and to make it more comprehensive so as to indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.

l To recommend the amount of expenditure to be incurred on CSR activities.

l To provide guidance on various CSR activities to be undertaken by the Company and to monitor its progress.

The Board has adopted the CSR Policy as formulated and recommended by the CSR Committee. The same is displayed on the website of the Company (www.narmadagelatines.com). The Annual Report on CSR activities for the year 2019-20 forms a part of the Board's Report.

The composition of the CSR Committee and the details of members' participation at the meetings of the Committee are as under:


Mr. Mohan C. Pant – Chairman Non-Executive Independent Director 4 4

Mr. Sanjeev Jain (upto 03.01.2020) Non-Executive Director 4 3

Mr. R.K. Raje (w.e.f. 12.02.2020) Non-Executive Director 4 1

Mr. Ashok K Kapur Whole-Time Director 4 4

th th th During the financial year 2019-20, the CSR Committee met four times on 27 May, 2019, 6 August, 2019, 12 November, 2019 and th12 February, 2020.

5. Risk Management Committee The Risk Management Committee of the Company is constituted in line with the provisions of Regulation 21 of the SEBI (Listing

Obligations and Disclosure Requirements), 2015. The Board of the Company has constituted a Risk Management Committee to frame, implement and monitor the Risk Management Plan for the Company. The Committee is responsible for reviewing the Risk Management Plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Business Risk Evaluation and Management is an ongoing process within the organisation. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.

The objectives and scope of the Risk Management Committee broadly comprises:l Oversight of risk management performed by the executive management;

l Reviewing the Risk policy and framework in line with local legal requirements and SEBI guidelines;

l Reviewing risks and evaluates treatment including initiating mitigation actions and ownership as per a pre-defined cycle;

l Defining framework for identification, assessment, monitoring, and mitigation and reporting of risks;

l Within its overall scope as aforesaid, the Committee shall review risks trends, exposure, potential impact analysis and mitigation plan.

The composition of the Risk Management Committee and the details of members' participation at the meetings of the Committee are as under:

Director / Members Category No. of Meetings held No. of Meetings attended

Mr. Ravindra K. Raje–Chairman Non-Executive Director 1 1

Mr. Ashok K. Kapur Whole-Time Director 1 1

Mr. Sudhir K. Shrivastava Factory Manager 1 1

Mr .S. Bhattacharya HOD–Purchase & Maintenance 1 1

Mr.A.K. Pachori HOD – Maintenance & Safety 1 1

th During the financial year 2019-20, meeting of the committee was held on 12 November, 2019.

CODE OF BUSINESS CONDUCT & ETHICSIn compliance with Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements), 2015 and the Companies Act, 2013 the Board of the Company has adopted the Code of Business Conduct & Ethics ('the Code'). The Code is applicable to all Directors and Senior management personnel of the Company. The Code, while laying down in detail the standards of business conduct, ethics and governance, center's on the following theme:

The Company's Board of Directors and Senior Management Personnel are responsible for conduct of the business, and are committed to setting the standards of conduct contained in this Code and for updating these standards, as appropriate, to ensure their continuing relevance, effectiveness and responsiveness to the needs of investors and all other stakeholders as also to reflect corporate, legal and regulatory developments. The Code has been circulated to all the members of the Board and management personnel and the compliance of the same is affirmed by them annually. A copy of the Code has been put on the Company's website (www.narmadagelatines.com). The Code has been circulated to Directors and Management Personnel, and its compliance is affirmed by them annually. A declaration signed by the Whole-time Director of the Company to confirm that the Company has adopted a Code of Conduct for its Directors and employees of the Company is given below:



Compliance with the Code of Conduct I Ashok K. Kapur, Whole-time Director of M/s Narmada Gelatines Limited do hereby confirm that the Company has, in respect of the

financial year ended March 31, 2020, received from the senior management team of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct as applicable to them.

Ashok K. Kapur Whole-time Director

GENERAL BODY MEETINGSLocation, date and time of the Annual General Meetings held during the preceding 3 years and the Special Resolutions passed thereat are as follows:

AGM Year Venue Date & Time Special Resolutions

56th 2016-17 Hotel Narmada Jacksons, Wednesday, None South Civil Lines, 20th September, 2017 Jabalpur at 11:30 a.m.

57th 2017-18 Hotel Satya Ashoka, Wednesday, None Wright Town, 26th September, 2018 Jabalpur at 11:30 a.m.

58th 2018-19 Hotel Narmada Jacksons, Wednesday, Re-Appointment of Mr Ashok K. Kapur, South Civil Lines, 25th September, 2019 as the Wholetime Director Jabalpur – 482001 at 11:30 a.m.

Postal BallotDuring the year ended 31st March, 2020 no resolution was passed through postal ballot. Currently, no resolution is proposed to be passed through postal ballot. However, if required, the same shall be passed in compliance of provisions of Companies Act, 2013, Listing Regulations or any other applicable laws.

AGM with physical presence of membersIn view of Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated May 5, 2020 read together with circulars dated April 8, 2020 and April 13, 2020 permitted convening the Annual General Meeting (“AGM” / “Meeting”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without the physical presence of the members at a common venue. In case the company has taken or received permission from the relevant authorities to conduct the AGM at it registered office or at any other place as provided under section 96 of the Act, after following any advisories issued from such authorities, the company may hold such meeting with physical presence of some members. In accordance with the above mentioned MCA Circulars, provisions of the Companies Act, 2013 ('the Act'), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and with the permission of authorities, the AGM of the Company is being held with physical presence of the members as provided under Section 96 of the Act.

Remote e-voting and ballot voting at the AGMThe company has arranged for remote e-voting facility for the shareholders to vote on the resolutions to be passed at the ensuing AGM. Members whose names appear on the register of member as on 18th September, 2020, shall be eligible to participate in the e-voting. The facility for voting through ballot will also be made available at the AGM, and the members who have not casted their votes by remote e-voting can exercise their votes at the AGM.

DISCLOSURES

Compliance with mandatory requirementsThe Company has complied with all applicable mandatory requirements of the Listing Regulations during the financial year 2019-20. Quarterly compliance report on Corporate Governance, in the prescribed format, duly signed by the compliance officer is submitted regularly with the Stock Exchanges where the shares of the Company are listed.

Related Party TransactionsThe Company has formulated a Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions, in accordance with relevant provisions of Companies Act, 2013 and Listing Regulations. During the year, the policy was reviewed and revised by the Board of Directors in line with the amendments in Listing Regulations.

All Related Party Transactions are approved by the Audit Committee prior to the transaction. All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulations of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, during the financial year were in the ordinary course of business and on an arms length pricing basis and as per the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Attention of the Shareholders is drawn to the disclosures of transactions with the related parties set out in Notes on Financial Statements, forming part of the Annual Report.

The Policy has been disclosed on the website of the Company at www.narmadagelatines.com.



Strictures and PenaltiesThe Company has complied with all the requirements of regulatory authorities. No strictures or penalties have been imposed on the Company by Stock Exchanges or the Securities and Exchange Board of India (SEBI) or any statutory authority on any matters related to capital markets during the last three years.

CEO & MD / CFO CertificationThe CEO & WTD and the CFO have issued certificate pursuant to the provisions of Regulation 17(8) SEBI (Listing Obligations and Disclosure Requirements), 2015 certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed and forms part of the Annual Report.

Vigil Mechanism / Whistle Blower PolicyThe Company believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. Any actual or potential violation of these principles and the Company's Code of Conduct for Employees would be a matter of serious concern for the Company.

Employees have a role and responsibility in pointing out such violations. This Whistle Blower Policy is formulated to provide a secure environment and to encourage employees of the Company to report unethical, unlawful or improper practices, acts or activities in the Company and to prohibit managerial personnel from taking any adverse personnel action against those employees who report such practices in good faith.

Code for Prevention of Insider Trading practicesThe Company has in place a Code of Conduct for Prevention of Insider Trading and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Code of Conduct for Prevention of Insider Trading lays down guidelines advising the Management, staff and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the Company, and while handling any Unpublished Price Sensitive Information, cautioning them of the consequences of violations. The Company Secretary is responsible for implementation of the Code.

All Directors and designated employees have confirmed compliance with the Code.

Legal Compliance ReportingThe Board of Directors reviews in detail, on a quarterly basis, the report of compliance with respect to all laws and regulations applicable to the Company. The Company has developed a very comprehensive Legal Compliance System. Any non-compliance is seriously taken up by the Board, with fixation of accountability and reporting of steps taken for rectification of non-compliance.

Recommendations of Committee(s) of the Board of DirectorsDuring the year, all recommendations of Committee(s) of the Board of Directors, which are mandatorily required, were accepted by the Board.

Means of CommunicationThe quarterly, half-yearly and yearly financial results of the Company are sent to Stock Exchanges immediately after they are approved by the Board. These are widely published in leading financial/ non-financial newspapers such as Financial Express, Hitvada, Navbharat, Dainik Bhaskar, Raj Express, Nai Duniya and Patrika, having all-India and regional coverage.

The Annual Report containing inter alia, Audited Financial Statements, Directors' Report, Auditors' Report, Notice of Annual General Meeting with explanatory notes and other important annexure / information is circulated to members and others entitled thereto.

Annual reports, quarterly results, shareholding pattern and other important information of the Company are also posted on the BSE website and the Company's website www.narmadagelatines.com.

Management Discussion and Analysis Report forms part of the Annual Report.

BSE Corporate Compliance & Listing Centre (the 'Listing Centre')BSE's Listing Centre is a web-based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are also filed electronically on the Listing Centre.

SEBI Complaints Redress System (SCORES)The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.



GENERAL SHAREHOLDER'S INFORMATION

l Company Registration Details : The Company is registered in the State of Madhya Pradesh, India. The Corporate Identity Number (CIN) al lotted to the Company by the Ministry of Corporate Affairs (MCA) is L24111MP1961PLC016023.

th l Annual General Meeting Friday, 25 September, 2020 at 11:30 am

l Day, Date, Time & Venue : Hotel Narmada Jacksons, South Civil Lines, Jabalpur -482001

l Financial Year : April 1 to March 31

l Financial Calendar 2020-21 st th First Quarter Results : 1 August to 15 August 2020 st th Second Quarter Results : 1 November to 15 November, 2020st th Third Quarter Results : 1 February to 15 February, 2021

Results for the quarter and Annual Results for the year

th th ending on 31st March, 2020 : 15 May to 30 May 2021

th thl Book Closure period : 19 September, 2020 to 25 September, 2020 (both days inclusive)

l Dividend payment date : Dividends as recommended by the Board of Directors, if declared at the Annual General th Meeting, will be paid on or after 25 September, 2020 to those shareholders whose names appear

th on the Company's Register of Members on 18 September, 2020.

l Listing of Shares and other

Securities : Bombay Stock Exchange Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001

l Stock Code : Scrip Code : Bombay Stock Exchange (BSE) “526739”

Company Symbol : NARMADA GELA

· Stock Market Data The monthly high/ low market prices of the shares during the year 2019-20 at the Bombay Stock :

Exchange Limited (BSE) were as under: (₹ per share)

Month High Price Low Price

Apr'19 137.75 120.00

May'19 166.80 115.60

Jun'19 162.00 143.20

Jul'19 158.90 141.05

Aug'19 166.00 136.35

Sep'19 175.00 132.55

Oct'19 157.90 143.50

Nov'19 173.95 149.10

Dec'19 164.00 152.05

Jan'20 184.90 156.50

Feb'20 177.65 145.40

Mar'20 154.65 109.00

(Source BSE website)

l Share price performance compared with broad based indices

BSE

Company's Share Price As on 1.04.2019 128.00

As on 31.03.2020 116.60

Change -8.91%

BSE Sensex As on 1.04.2019 38858.88

As on 31.03.2020 29468.49

Change -24.17%



l Performance of Share price in comparison to the BSE Sensex

l Registrar & Share Transfer Agents C.B. Management Services Pvt. Ltd P-22 Bondel Road,Kolkata 700 019 Phone: (033) 4011 6700, 2280; Fax : (033) 4011 6739; Email : rta@cbmsl .com

l Dividend declared for the last five years

Year On Equity Shares

2014-15 35%*

2015-16 40%

2016-17 40%

2017-18 40%

2018-19 100%

2019-20 (Proposed) 100%

* after bonus issue of 1:2

l Details of Public Funding Obtained in the last three years The Company has not obtained any public funding in the last three years.

l Dematerialization of Shares - Process Shareholders who continue to hold shares in physical form are requested to dematerialize their shares at the earliest and avail the

benefits of dealing in shares in demat form. For convenience of shareholders, the process of getting the shares dematerialized is given hereunder:

a) Demat account should be opened with a Depository Participant (DP).

b) Shareholders should submit the Dematerialization Request Form (DRF) along with share certificates in original, to their DP.

c) DP will process the DRF and will generate a Dematerialization Request Number (DRN).

d) DP will submit the DRF and original share certificates to the Registrar and Transfer Agents (RTA), which is C.B. Management Services Pvt. Ltd

e) RTA will process the DRF and confirm or reject the request to DP/ depositories.

f) Upon confirmation of request, the shareholder will get credit of the equivalent number of shares in his demat account maintained with the DP.

l Listing Fees Annual listing fees for the year 2020-21 have been paid to the Bombay Stock Exchange Limited (BSE) where the securities of the Company are listed.

l Share Transfer SystemShares sent for transfer in physical form are registered and returned by the Company's Registrar and Share Transfer Agent in about 20-25 days of the receipt of documents, provided documents are found in order Shares under objections are returned within two weeks. The Board has delegated the authority for approving transfer, transmission of shares to a Share Transfer Committee, under supervision of Stakeholders' Relationship Committee of the Board.

Stock Price

Sensex

Stock Price Vs Sensex Movement

35000.00

30000.00

25000.00

20000.00

15000.00

10000.00

150

130

110

90

70

50

170

Apr'19

May'1

9

Jun'1

9

Jul'1

9

Aug'19

Sep'19

Oct

'19

Nov'1

9

Dec'19

Jan'2

0

Feb'2

0

Mar'2

0

Sto

ck P

rice

(₹)

Months

Sen

sex

45000.00

40000.00

190



In compliance with the Listing Agreement / SEBI Guidelines:l A Practicing Company Secretary carries out the Reconciliation of Share Capital Audit as mandated by SEBI, and reports on the

reconciliation of total issued and listed Capital with that of total share capital admitted / held in dematerialized form with NSDL and CDSL and those held in physical form. This audit is carried out on quarterly basis and the report thereof is submitted to the Stock Exchanges, where the Company's shares are listed and is also placed before the Board.

l Shareholding pattern and financial results (quarterly) and the Annual Reports (annually) are being uploaded on www.listing.bseindia.com.

l A Practicing Company Secretary carries out a Due Diligence survey, pertaining to share transfers, transmissions, etc. every six months and necessary certificates to that effect are issued and the same are filed with the Stock Exchanges in compliance with Regulation 40(9) of the SEBI (Listing Obligations and Disclosure Requirements), 2015.

l Distribution of Shareholding The distribution of shareholding as on 31st March 2020 is given below:

ange (No. of shares) Shareholders Equity SharesR

Nos. % to Total Nos.% to Total Shares

Shareholders

Upto 500 2,156 83.37 2,82,475 4.67

501 – 1000 214 8.28 1,66,393 2.75

1001 - 2000 108 4.18 1,58,836 2.63

2001 - 3000 31 1.20 79,070 1.31

3001 – 4000 19 0.73 64,424 1.06

4001 – 5000 20 0.77 90,833 1.50

5001 – 10000 22 0.85 1,49,230 2.47

10001 and above 16 0.62 50,58,326 83.61

Total 2,586 100.00 60,49,587 100.00

l Dematerialisation of shares as on 31st March, 2020 99.15% of total Equity Share Capital of the Company is held in dematerialised form with NSDL & CDSL.

Category No. of shares %

Demat 59,98,325 99.15

Physical 51,262 0.85

Total 60,49,587 100.00

l Shareholding pattern of the Company as on 31st March, 2020

Category No. of shares % holding

Promoters 4537189 75.00

NRIs 36226 0.60

Indian Institutions 350 0.01

Nationalised Banks Nil Nil

Domestic Companies 395237 6.53

Public Shareholders 1060273 17.52

Directors / Relatives 1850 0.03

IEPF 18462 0.31

Total 6049587 100.00

l Registered Office 'Caravs', Room No. 28 15 Civil Lines, Jabalpur – 482001 (M.P.) Ph.: (0761) 2678627

l Address for Correspondence To the Company: Narmada Gelatines Limited 28 Caravs, 15 Civil Lines P.O. Box No. 91, Jabalpur - 482001



l To the Registrar & Share transfer Agents: C.B. Management Services Pvt. Ltd. P-22 Bondel Road, Kolkata-700 019. Phone: (033) 40116700, 2280 Fax: (033) 40116739 Email: [email protected]

l Plant Location Meerganj, Bheraghat Road, Jabalpur, M.P.

l Transfer of Unclaimed amounts to Investor Education and Protection Fund As required under Sections 124 and 125 of the Companies Act, 2013, all unclaimed / unpaid dividend, debenture interest as well as

principal amount of debentures as at March 31, 2020 remaining unpaid or unclaimed for a period of seven years from the date they became due for payment, have been transferred to the Investor Education & Protection Fund (IEPF) established by the Central Government.

Shareholders/ debentureholders are hereby informed that the Company is statutorily required to transfer to the IEPF all unclaimed/unpaid dividend, debenture interest and interest on debentures as well as principal amount of debentures remaining unpaid/unclaimed for a period of seven years from the date they became due for payment and once such amounts are transferred to the IEPF, no claim of the shareholder/ debentureholder shall lie against the Company or the IEPF.

The Investors are advised to claim the unencashed equity dividend money for the years 2012-13 to 2018-19 lying in the unclaimed accounts of the Company before the due dates (as indicated in the Notes to the Notice).

During the financial year 2019-20, the Company has transferred to the Investor Education and Protection Fund, unclaimed dividends as detailed hereunder:

Equity Share Unclaimed Dividend 2011-12 : ₹ 2,20,639/-

l Transfer of Equity Shares to Investor Education and Protection Fund In terms of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority

(Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more shall be credited to the Demat Account of Investor Education and Protection Fund (IEPF) within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like bonus, etc.), if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which are transferred to the Demat Account of IEPF can be claimed back by the shareholder from IEPF by following the procedure prescribed under the aforesaid rules. Therefore, it is in the interest of shareholders to regularly claim the dividends declared by the Company.

Consequent to the above, during the financial year 2019-20, 1425 equity shares of the Company were transferred to the IEPF. Relevant details of such shares is available on the website of the Company www.narmadagelatines.com.

l Certificate from a Company Secretary regarding disqualification of Directors The Secretarial Auditors of the Company Dr. Asim Kumar Chattopadhyay, have issued a certificate that none of the Directors on the

Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Board/Ministry of Corporate Affairs or any such statutory authority. The same is annexed herewith as a part of this report.

l Certificate on Corporate Governance Compliance certificate from Dr. Asim Kumar Chattopadhyay, Practicing Company Secretary, confirming compliance with the

conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, is attached to the Directors' Report forming part of the Annual Report.

l CEO/ CFO Certificate The Whole-Time Director and the Chief Financial Officer provide annual certification on the financial reporting and internal controls to

the Board in terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The Whole-Time Director and the person heading the Accounts function also give quarterly certification on the financial results while placing the financial results before the Board in terms of Regulation 33(2) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The annual certificate for the financial year ended 31st March, 2020, given by the Whole-time Director and Chief Financial Officer of the Company is published hereunder:



To,The Board of Directors Narmada Gelatines Ltd. Jabalpur

Sub: Compliance Certificate for the year ended 31st March, 2020 as per Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

Sir,

Pursuant to Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, we hereby certify that, to the best of our knowledge and belief:

A. That we have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

1. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

2. these statements together present a true and fair view of the company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

B. That, to the best of our knowledge and belief, no transactions were entered into by the company during the year which are fraudulent, illegal or violative of the company's code of conduct.

C. That we accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

D. That we have indicated to the auditors and the Audit committee:

1. significant changes in internal control over financial reporting during the year, if any;

2. significant changes in accounting policies during the year, if any, and that the same have been disclosed in the notes to the financial statements; and

3. instances of significant frauds of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company's internal control system over financial reporting.

Thanking you,

Sd/- Sd/-

Ashok K. Kapur Garvita Asati(Whole Time Director) (Chief Financial Officer)

Place : Jabalpurth29 June, 2020

On behalf of the Board of Directors

Place : Jabalpur Mohan C Pant Ashok K. KapurthDate : 29 June, 2020 Director Whole-time Director



CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE REGARDING DISQUALIFICATION OF DIRECTORS

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To,The Members of NARMADA GELATINES LIMITEDCARAVS , Room No. 28 , 15 , Civil Lines , Jabalpur -482001

I have examined the relevant registers, records , forms returns and disclosures received from the Directors of M/s Narmada Gelatines Limited having CIN – L24111MP1961PLC016023 and having registered office at CARAVS , Room No. 28 , 15 , Civil Lines , Jabalpur -482001 (hereinafter referred to as “the Company”) produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) and Schedule V Para C clause (10)(i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the company and its officers, I hereby certify

stthat none of the Directors on the Board of the Company as stated below for the Financial Year ending 31 March, 2020 has been debarred or disqualified from being appointed or continuing as Directors of the Companies by the SEBI, MCA or any such other Statutory Authority.

S.No. Name of Director DIN Date of appointment in the company

1 Ravindra Keshav Raje 00112003 28/01/2006

2 Ashok Kumar Kapur 00126807 01/06/2009

3 Gulab Gupta 00191368 27/05/2006

4 Mohan Chandra Pant 00257707 27/05/2006

5 Drushti Rahul Desai 00294249 22/09/2014

6 Deepak Chaudhuri 00456234 27/06/2003

Ensuring the eligibility for the appointment / continuity of every director on the Board is the responsibility of the Management of the Company. My responsibility is to express an opinion based on my verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company.

Sd/-

Dr. Asim Kumar Chattopadhyay

Practising Company Secretary

Place : Kolkata FCS -2303 : CP - 880Date: 25.06.2020 UDIN : F002303B000377557

CERTIFICATE ON CORPORATE GOVERNANCE

To The Members of Narmada Gelatines Limited

I have examined the compliance of the conditions of Corporate Governance by Narmada Gelatines Limited ('the Company') for the year ended on 31st March 2020, as stipulated in The Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 and The Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) (Amendment) Regulations, 2018 (hereinafter collectively referred to as “ Listing Regulations”) ;

The compliance of the conditions of Corporate Governance is the responsibility of the management. My examination was limited to a review of procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In my opinion and to the best of my information and according to the explanations given to me, and the representations made by the Directors and the management, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in Listing Regulations during the year ended 31st March, 2020.

I state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Sd/-

Dr. Asim Kumar Chattopadhyay FCS No. 2303Place : Jabalpur CP No. 880

thDate:25 June, 2020 UDIN : F002303B000377535



INDEPENDENT AUDITOR'S REPORT

To The Members of Narmada Gelatines Limited

Opinion

We have audited the financial statements of Narmada Gelatines Limited ("the Company"), which comprise of Balance Sheet as at 31st March, 2020, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (the Act) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2020, and its profits, other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Key Audit MattersKey audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. We have determined that there are no key audit matters to communicate in our report.

Basis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of MattersAttention is drawn to note no. 45 of the financial statements regarding management's current assessment of Company's assets and liabilities in view of prevailing Covid-19 pandemic and nationwide lockdown and conclusion based on such assessment that the carrying value of the assets are recoverable and no uncertainty exists on meeting the liabilities in the foreseeable future.Our report is not modified in respect of this matter.

Information Other than the Financial Statements and Auditor's report thereonThe Company's Board of Directors is responsible for the preparation of other information. The Other information comprises the information included in the Board's Report including Annexures to the Board report, but does not include the financial statement and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we required to report that fact. We have nothing to report in this regard.

Management responsibilities for the Financial Statements The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financial reporting process.



Auditor's Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

l Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

l Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

l Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

l Conclude on the appropriateness of Management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

l Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that individually or in aggregate makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory RequirementsPursuant to the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure "A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and records.

(c) The Balance sheet, the Statement of Profit & Loss (including other comprehensive income), Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Account) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2020 taken on records by the Board of Directors, none of the directors is disqualified as on 31st March, 2020 from being appointed as a Director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure "B".

(g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of Section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.



(h) With respect to the other matters to be included in the Auditor's report in accordance with the Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position. Refer Note No.- 35 to the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been a delay of forty days in transferring unpaid dividend of Rs. 2,20,639, the required amount to be transferred, to the Investor Education and Protection Fund by the Company and as explained by the management the delay was unintentional.

For LODHA & COMPANY Chartered Accountants Firm registration No. - 301051E

A. M. HariharanMumbai Partner29th June, 2020 Membership No.038323 UDIN:20038323AAAAB17366

"ANNEXURE A"

ANNEXURE REFERRED TO IN PARAGRAPH "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR

REPORT TO THE MEMBERS OF "NARMADA GELATINES LIMITED" FOR THE YEAR ENDED 31ST MARCH, 2020

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we state that:

1. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment (fixed assets).

b) As explained to us, the Company has a phased program for physical verification of property, plant and equipment over a period of three years. In our opinion, the frequency of verification is reasonable, considering the size of the Company and nature of its property, plant and equipment. Pursuant to the program of the physical verification of property, plant and equipment, physical verification of the assets has been carried out during the year and no material discrepancies were noticed on such verification.

c) Based on the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

2. The Inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on verification between the physical stocks and records were not material in relation to the operations of the company and the same has been properly dealt within the books of accounts.

3. The Company has not granted any loans, secured or unsecured to parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clause 3(iii) of the Order are not applicable to the Company.

4. The Company has not granted any loans, made investments, provided guarantees and security during the year. Accordingly, the provisions of clause 3(iv) of the Order are not applicable to the Company.

5. In our opinion and according to the information and explanations given to us, no deposits have been accepted by the Company within the meaning of directives issued by RBI (Reserve Bank of India) and Sections 73 to 76 or any other relevant provisions of the Act and rules framed there under.

6. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 148 of the Act. Accordingly, the provisions of clause 3(vi) of the Order are not applicable to the Company.

7. a) According to the information and explanations given to us and on the basis of our examination of the records, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income- tax, goods and service tax, duty of customs, and other statutory dues applicable to the Company with appropriate authorities. No undisputed amounts in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.



b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the disputed dues on account of Income tax, Excise duty, Goods and Service tax, and Sales tax which have not been deposited as at 31st March, 2020 is as under:

Name of the Statute Nature of Dues Period to Amount Forum at which it is pending

which it relates (Rs. in Lacs)

The Income Tax Act, 1961 Income Tax 2013-14 5.50 Commissioner Appeals

The Income Tax Act, 1961 Income Tax 2016-17 6.85 Commissioner Appeals

The Central Excise Act, 1944 Excise duty 2000-03 240.88 High Court, Jabalpur

The Central Sales Tax Act 1956 Sales Tax 2004-05 1.32 Appellate Tribunal, Bhopal

The Central Sales Tax Act 1956 Sales Tax 2005-06 8.72 Appellate Tribunal, Bhopal

Madhya Pradesh Vat act 2002 Vat 2009-10 5.48 Appellate Tribunal, Bhopal

Madhya Pradesh Vat act 2002 Vat 2012-13 3.76 Deputy Commissioner

MP Land Revenue Code 1959 Land Revenue Tax 2017-18 25.97 Commissioner, Jabalpur

8. The Company has not defaulted in repayment of borrowings from a bank during the year. The Company has not taken any loans and borrowings from any financial institution or Government nor has it issued any debentures during the year.

9. Based on the information and explanations given to us by the management, the Company has not raised any money by way of term loan or initial public offer or further public offer (including debt instrument) during the year.

10. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud by or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of such case by the management.

11. According to the information and explanations given to us and based on examination of records of the Company, managerial remuneration has been paid or provided for during the year is in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

12. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company.

13. In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Act where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards. (Refer Note 36 of the financial statements)

14. During the year, the Company has not made any preferential allotment or private placement of shares or fully or partially convertible debentures. Therefore, the provisions of clause 3(xiv) of the Order are not applicable to the Company.

15. Based on the information and explanations given to us, the Company has not entered into any non-cash transactions prescribed under Section 192 of the Act with directors or persons connected with them during the year.

16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Lodha & Co. Chartered Accountants Firm Registration No: 301051E

A. M. HariharanMumbai Partner29th June, 2020 Membership No. 038323 UDIN: 20038323AAAAB17366



"ANNEXURE B"

ANNEXURE REFERRED TO IN PARAGRAPH "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT TO THE MEMBERS OF

"NARMADA GELATINES LIMITED" FOR THE YEAR ENDED 31ST MARCH, 2020

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Narmada Gelatines Limited ("the Company") as of 31st March, 2020 in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial ControlsThe Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors' ResponsibilityOur responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial ReportingA company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements and (4) also provide reasonable assurance by the internal auditors through their internal audit reports given to the organisation from time to time.

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OpinionIn our opinion, the Company has broadly, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2020, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For LODHA & CO. Chartered Accountants Firm Registration No: 301051E

A. M. Hariharan Mumbai Partner29th June, 2020 Membership No.038323 UDIN: 20038323AAAAB17366



BALANCE SHEETas at 31st March, 2020 (All amounts in Indian rupee lacs, unless otherwise stated)

Particulars Notes As at As at 31st March, 2020 31st March, 2019

ASSETS

NON-CURRENT ASSETS

Property, plant and equipment 3 2,559.64 2,423.03

Capital work-in-progress 4 175.86 111.18

Intangible assets 5 - 0.13

Financial assets:

- Investments 6 6,281.34 5,276.93

- Loans 7 8.88 10.44

- Other financial assets 8 131.18 123.38

Other non-current assets 9 6.32 18.00

Current tax assets (net) 18.69 17.58

Total Non-Current Assets 9,181.91 7,980.67

CURRENT ASSETS

Inventories 10 3,444.38 2,877.11

Financial assets:

- Investments 11 178.45 1,503.10

- Trade receivables 12 2,014.61 1,915.94

- Cash and cash equivalents 13 158.87 151.03

- Bank balances other than above 14 815.16 835.59

- Loans 15 35.79 19.95

- Other financial assets 16 33.58 34.01

Other current assets 17 212.99 140.18

Total Current Assets 6,893.83 7,476.91

TOTAL ASSETS 16,075.74 15,457.58

EQUITY AND LIABILITIES

EQUITY

Equity share capital 18a 605.03 605.03

Other equity 18b 13,034.89 12,473.35

Total Equity 13,639.92 13,078.38

LIABILITIES

NON-CURRENT LIABILITIES

Deferred tax liabilities (net) 19 672.71 649.03

Total Non-Current Liabilities 672.71 649.03

CURRENT LIABILITIES

Financial liabilities:

- Borrowings 20 44.03 203.15

- Trade payables 21

(i) Total outstanding dues of micro, small and

medium enterprises 19.46 38.53

(ii) Total outstanding dues of creditors other than 1,275.98 1,196.44

micro, small and medium enterprises

- Other financial liabilities 22 85.43 50.05

Other current liabilities 23 140.54 163.90

Provisions 24 70.89 78.10

Current tax liabilities (net) 126.78 -

Total Current Liabilities 1,763.11 1,730.17

TOTAL EQUITY AND LIABILITIES 16,075.74 15,457.58

Significant Accounting Policies 2

The accompanying notes are an integral part of the financial statements

As per our report of even date

For LODHA & CO. For and on behalf of the Board Firm Regn. No. – 301051E

Chartered Accountants Ashok K Kapur Mohan C Pant Wholetime Director Director

A. M. Hariharan DIN:00126807 DIN:00257707 PartnerMembership No. 038323

Place : Jabalpur Mahesh Verma Garvita Asati Date : 29th June, 2020 Head - Finance & Secretarial Chief Financial Officer



STATEMENT OF PROFIT & LOSSFor the year ended 31st March, 2020 (All amounts in Indian rupee lacs, unless otherwise stated)

Particulars Notes Year ended Year ended 31st March, 2020 31st March, 2019

INCOME

Revenue from operations 25 13,425.00 12,568.21

Other income 26 555.83 545.49

Total Income 13,980.83 13,113.70

EXPENDITURE

Cost of materials consumed 27 8,037.38 7,227.72

Changes in inventory of finished goods,

work-in-progress & stock-in-trade 28 (468.82) 72.34

Employee benefits expense 29 1,145.87 1,097.64

Finance costs 30 48.21 8.14

Depreciation and amortisation expense 31 137.25 131.45

Power & Fuel 2,403.90 2,393.96

Other expenses 32 893.17 858.59

Total expenses 12,196.96 11,789.84

Profit before exceptional items and tax 1,783.87 1,323.86

Exceptional Items - -

Profit before tax 1,783.87 1,323.86

Tax Expense

- Current tax 424.45 228.24

- Deferred tax 66.00 89.32

- Tax adjustment for earlier years(net of MAT credit 130.38 lacs) 5.41 - ₹

Profit after taxation 1,288.01 1,006.30

Other Comprehensive Income

Items that will not be reclassified to profit or loss

Remeasurements of net defined benefit plans (2.84) 15.47

Total Comprehensive Income 1,290.85 990.83

Earning per Equity Share of Face Value of 10 each ₹

Basic and Diluted Earnings per Share ( ) 37 21.29 16.63₹

Significant Accounting Policies 2

The accompanying notes are an integral part of the financial statementsAs per our report of even date

For LODHA & CO. For and on behalf of the Board Firm Regn. No. – 301051EChartered Accountants

Ashok K Kapur Mohan C Pant Wholetime Director Director





STATEMENT OF CASH FLOWSfor the year ended 31st March, 2020

(All amounts in Indian rupee lacs, unless otherwise stated)

Particulars Year ended Year ended

31st March, 2020 31st March, 2019 A. Cash Flow from Operating Activities :

Net profit before tax 1,783.87 1,323.87

Depreciation and amortisation expense 137.25 131.45

Interest income (82.13) (66.49)

Profit on redemption / fair value of investments (415.17) (434.90)

Finance costs 48.21 8.14

Loss on impairment / sale of property, plant and equipment 35.75 4.07

Sundry balances written back (net) (11.21) (0.48)

Doubtful debts recovered (21.98) (19.50)

OCI of post employment benefit 2.84 (306.44) (15.47) (393.19)

Operating profit before working capital changes 1,477.43 930.68

Adjustments for :

Increase in trade and other receivables (77.68) (5.29)

(Increase)/Decrease in inventories (567.27) 75.18

(Increase) / Decrease in long term loans & advances (15.84) 0.64

Decrease in loans 1.56 11.34

Increase in other current assets (72.81) (66.19)

Decrease in other non- current assets 4.31 -

Increase in trade payables 71.90 393.43

Increase/(Decrease) in short term provisions (7.21) 40.98

Increase in other current liabilities (1.21) (664.25) 18.15 468.24

Cash generated from operating activities 813.18 1,398.92

Taxes paid (340.00) (203.75)

Net cash from operating activities (A) 473.18 1,195.17

B. Cash Flow from Investing Activities :

Sale of property, plant and equipment 136.21 1.91

Purchase of property, plant and equipment (including CWIP) (497.05) (136.76)

Purchase of Non -Current investments (1,105.05) (967.35)

Redemption of Non - Current investments 1,008.30 579.55

Proceed from the fixed deposits having maturity more than 3 months (26.03) (30.45)

Interest received 82.13 (401.49) 66.49 (486.61)

Net cash used in investing activities (B) (401.49) (486.61)

C. Cash Flow from Financing Activities:

Dividend paid including tax thereon (727.10) (288.68)

Net increase/(decrease) in short term borrowings (159.12) 209.96

Amount transferred to Investor Education and Protection Fund:

Unpaid dividend amount (2.21) (2.03)

Finance cost (23.28) (911.71) (8.14) (88.89)

Net cash used in financing activities (C) (911.71) (88.89)

Net (Decrease) /Increase in Cash and Cash Equivalents (A) + (B) + (C) (840.02) 619.68

Cash and Cash Equivalent at the beginning of the year 1,375.00 755.32

Cash and Cash Equivalent at the end of the year 534.98 1,375.00

Particulars As at As at

31st March 2020 31st March 2019

Cash in hand 9.27 8.57 Balance with Scheduled Banks 149.60 199.33 Deposits (with maturity of less than 3 months) 197.66 187.14 Current investments 178.45 979.96

TOTAL 534.98 1,375.00 This is the Cash Flow Statement referred to in our Report of even date.

For LODHA & CO. For and on behalf of the Board Firm Regn. No. – 301051E






STATEMENT OF CHANGES IN EQUITY(All amounts in Indian rupee lacs, unless otherwise stated)

EQUITY SHARE CAPITAL

Particulars As at As atNotes


Issued, Subscribed and Paid up 604.96 604.96

Forfeited Shares 0.07 0.07

TOTAL 605.03 605.03

OTHER EQUITY

Particulars Reserves and Surplus Other Total

Capital Securities General Retained Comprehensive

Reserve Premium Reserve Earnings Income

As at 1st April, 2018 7.51 425.37 2,200.52 9,111.63 29.41 11,774.44

Profit for the year - - - 1,006.31 - 1,006.31

Other Comprehensive Income for the year - - - - (15.47) (15.47)

Dividend paid - - - (291.24) - (291.24)

(including dividend distribution tax of 49.26 lacs) ₹

As at 31st March, 2019 7.51 425.37 2,200.52 9,826.70 13.94 12,473.35


Other Comprehensive Income for the year - - - - 2.84 2.84

Dividend paid - - - (729.31) - (729.31)

(including dividend distribution tax of 124.35 lacs) ₹

As at 31st March, 2020 7.51 425.37 2,200.52 10,385.40 16.78 13,034.89

The accompanying notes are an integral part of the financial statements.

As per our report of even date


For LODHA & CO.Firm Regn. No. – 301051E






1. CORPORATE INFORMATION Narmada Gelatines Ltd. was set up in 1961 as Leiner Knit Gelatin Company Pvt. Ltd. The Company was converted into a Public

Company and registered as Shaw Leiner Limited in 1969. In the year 1979, the name of the Company was changed to Shaw Wallace Gelatines Limited, and in the year 2002, the Company was renamed as Narmada Gelatines Limited. The Company is registered in Jabalpur (Madhya Pradesh) under Registration number L24111MP1961PLC016023. The Registered office of the Company is at 28, CARAVS, 15 Civil Lines, Jabalpur (M.P.). The Company is engaged in the manufacture and sale of Ossein and Gelatine.

The financial statements were approved for issue by the Board of Directors on 29th June, 2020.

2. SIGNIFICANT ACCOUNTING POLICIES

(i) Basis of Accounting These financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the

'Ind AS') as notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendments Rules 2016 prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. The financial statements have been prepared on accrual basis under the historical cost convention, except for certain financial assets and liabilities measured at fair value. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

Current and Non-current classification:

(i) The assets and liabilities in the Balance Sheet are based on current/ non - current classification. An asset as current when it is:

a. Expected to be realized or intended to be sold or consumed in normal operating cycle of twelve months

b. Held primarily for the purpose of trading

c. Expected to be realized within twelve months after the reporting period, or

d. Cash or cash equivalents unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current.

(ii) A liability is current when:

a. Expected to be settled in normal operating cycle

b. Held primarily for the purpose of trading

c. Due to be settled within twelve months after the reporting period, or

d. There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. All other liabilities are treated as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities respectively.

(ii) Use of Estimates The preparation of the financial statements is in conformity with the Ind AS, requires the Management to make estimates and

assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future actual results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise.

(iii) Property, Plant and Equipment & Intangible Assets Property, Plant and Equipment: The gross block of fixed assets is stated at cost of acquisition or construction (except revalued assets)

including any cost attributable to bringing the assets to their working condition for their intended use. Borrowing costs that are directly attributable to acquisition or construction of an asset that necessarily takes a substantial period of time till such assets are ready for the intended use are capitalized.

Freehold land, Buildings, Plant and Machinery and Electrical Installations were revalued as at 31st March 1993 by an approved valuer and accordingly the net replacement cost is stated.

Intangible assets: Intangible assets are stated at cost of acquisition less accumulated amortisation and impairment, if any Losses arising from the retirement of, and gains or losses arising from disposal of fixed assets which are carried at cost or revalued amount are recognized in the Statement of Profit and Loss.

(iv) Depreciation / Amortisation Depreciation is provided on the basis of the useful lives of the Property, Plant and Equipments as estimated by management and

which are in line with the useful lives prescribed under Section 123 read with Schedule II of the Companies Act, 2013.

Depreciation on certain Buildings acquired prior to 1st July 1986 is charged under Written Down Value method and on others under Straight Line method.

Being a continuous plant, Depreciation on Plant and Machinery is charged based on the useful lives of the assets, as estimated by management, which is in line with the useful life prescribed in Schedule II of the Companies Act, under Straight Line method on single

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2020 (All amounts in Indian rupee lacs, unless otherwise stated)



shift basis excepting certain items acquired before 1st July, 1986 on which depreciation is charged under Written Down Value method. Depreciation on Diesel Generator sets is charged under Straight Line method.

Depreciation on Electrical Installations and Furniture & Fixtures being charged under Written Down Value method has been changed to Straight Line method.

Depreciation on Motor Vehicles is charged under Straight Line method. Assets costing up to ₹ 5,000 each are depreciated fully in the

year of purchase.

Intangible assets are amortised over their estimated useful economic life under Straight Line method. Computer software cost is amortised over a period of five years.

(v) Inventories Inventories (includes Raw Material, Work-in-Progress, Finished goods, Stores & spares, Consumables, Packing Materials) are valued at

cost or net realisable value, whichever is lower. Net realisable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated costs necessary to make the sale. Cost of Raw Material, Semi-finished and Finished Goods and Work-in-Progress is determined on weighted average basis and comprises of expenditure incurred in the normal course of business in bringing inventories to their present location including appropriate overheads apportioned on a reasonable and consistent basis. Obsolete, slow moving and defective stocks are identified at the time of physical verification of stocks and where necessary, provision is made for those inventories. Adequate allowance is made for obsolete and slow moving items.

(vi) Revenue Recognition The Company recognizes revenue, whenever control over distinct goods or services is transferred to the customer; i.e. when the

customer is able to direct the use of the transferred goods or services and obtains substantially all of the remaining benefits, provided a contract with enforceable rights and obligations exists and amongst others collectability of consideration is probable taking into account customer's creditworthiness.

Revenue is the transaction price the Company expects to be entitled to. In determining the transaction price, the Company considers effects of variable consideration, the existence of significant financing contracts, noncash consideration and consideration payable to the customer, if any.

Sale of goods Revenue from the sale of goods is recognised when the control of the goods passes to the buyer either at the time of dispatch or

delivery or when the risk of loss transfers. Export sales are recognized based on the terms of the sale which is when substantial risks and rewards of ownership are passed to the customers.

Revenue from sale of goods is net of taxes and recovery of charges collected from customers like transport, packing etc. Provision is made for returns when appropriate. Revenue is measured at the fair value of consideration received or receivable and is net of price discounts, allowance for volume rebates and similar items.

Claims / Refunds not ascertainable with reasonable certainty are accounted for, on final settlement and are recognized as revenue on certainty of receipt on prudent basis.

Revenue recognition from sale of "Duty Entitlement Passbook License or Merchandise Exports from India Scheme (MEIS)" is made on sale of the license after receipt of the same from the office of the Director General of Foreign Trade.

Income from Duty Drawback is recognised on receipt basis.

Dividend Dividend income from investments is recognised when the shareholder's right to receive payment has been established (provided

that it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably).

Interest income Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company and the

amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

(vii) Income from Investment Income from Investments (other than investments in shares of companies and Mutual Funds) is accounted on accrual basis.

Dividend income on investments is recognised when the right to receive dividend is established. Interest income is recognized on a time proportionate basis taking into account the amounts invested and the rate of interest. For all financial instruments measured at amortised cost, interest income is recorded using the Effective interest rate method to the net carrying amount of the financial assets.

(viii) Foreign Currency Transactions Foreign currency transactions are accounted at the exchange rates prevailing on the date of the transactions. Gains and losses, if




any, on settlement or reinstatement of year end closing balances by applying the closing rates in respect of monetary assets and monetary liabilities not covered by the forward contracts are recognized in the statement of profit and loss.

Non-monetary items denominated in foreign currency are stated at the rate prevailing on the date of the transaction.

The premium or discount arising at the inception of the forward contract entered into to hedge the existing asset / liability, is amortized as expense or income over the life of the contract. Exchange differences on such contract are recognized in the statement of profit and loss in the reporting period in which the exchange rates change. Any profit or loss arising out of cancellation or renewal of such contract are recognized as income or expense in the reporting period. Forward exchange contracts outstanding as at the year end on account of firm commitment / highly probable forecast transaction are marked to market and the losses, if any, are recognized in the statement of profit and loss and gains are ignored.

(ix) Employee Benefits The Company has the following post-employment benefit plans:

i. Defined benefit plans such as gratuity;

ii. Defined contribution plans such as Provident fund & Superannuation fund; and

iii. Other employee benefits.

(i) Defined benefit plan: Voluntary Retirement Scheme Expenses, if any, are fully charged off in the year of payment.

The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plan is the present value of defined benefit obligations at the end of the reporting period less fair value of plan assets. The defined benefit obligation is calculated annually by actuaries through actuarial valuation using the Projected Unit Credit method.

The Company recognises the following changes in the net defined benefit obligation as an expense in the statement of profit and loss:

a. Service costs comprising current service costs, past-service costs, gains and losses on curtailment and non-routine settlements; and

b. Net interest expense or income

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.

Re-measurement comprising:

a. Re-measurement of Actuarial (gains)/losses

b. Return on plan assets, excluding amount recognized in effect of asset ceiling

c. Re-measurement arising because of change in effect of asset ceiling

are recognised in the period in which they occur directly in Other Comprehensive Income. Re-measurements are not reclassified to profit or loss in subsequent periods.

Ind AS 19, Employees benefits requires the exercise of judgment in relation to various assumptions including future pay rises, inflation and discount rates and employee and pensioner demographics. The Company determines the assumptions in conjunction with its actuaries, and believes these assumptions to be in line with best practice, but the application of different assumptions could have a significant effect on the amounts reflected in the income statement, other comprehensive income and balance sheet. There may be also inter-dependency between some of the assumptions.

(ii) Defined contribution plan: Under defined contribution plans, the Company pays pre-defined amounts to separate funds and does not have any legal or

informal obligation to pay additional sums. Defined contribution plans comprise of contributions to provident fund, Insurance and Employees' Pension Scheme. The Company's payments to the defined contribution plans are recognised as expenses during the period in which the employees perform the services that the payment covers.

(iii) Other employee benefits a. Compensated absences which are not expected to occur within twelve months after the end of the period in which the

employee renders the related services are recognised as a liability at the present value of the obligation as at the balance sheet date determined based on an actuarial valuation.

b. Undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the period when the employee renders the related services.

c. Expenses incurred towards voluntary retirement scheme are charged to the statement of profit and loss as and when incurred.

d. Other benefits comprising of discretionary long service awards are recognized as and when determined.




(x) Current and Deferred tax Income tax comprises current and deferred tax. Income tax expense is recognized in the statement of profit and loss except to the

extent it relates to items directly recognized in equity or in other comprehensive income. Current tax is based on taxable profit for the year. Taxable profit is different from accounting profit due to temporary differences between accounting and tax treatments, and due to items that are never taxable or tax deductible. Tax provisions are included in current liabilities. Interest and penalties on tax liabilities are provided for in the tax charge. The Company offsets, the current tax assets and liabilities (on a year on year basis) where it has a legally enforceable right and where it intends to settle such assets and liabilities on a net basis or to realise the assets and liabilities on net basis. Deferred income tax is recognized using the balance sheet approach. Deferred income tax assets and liabilities are recognized for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount in financial statements. Deferred income tax asset are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized. Deferred tax assets are not recognised where it is more likely than not that the assets will not be realised in the future. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax items are recognised in correlation to the underlying transaction either in Other comprehensive income or directly in equity.

(xi) Impairment of Assets The Company assesses at each reporting date whether there is any objective evidence that a non-financial asset or a group of non-

financial assets are impaired. If any such indication exists, the Company estimates the amount of impairment loss. For the purpose of assessing impairment, the smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets is considered as a cash generating unit, if any such indication exists, an estimate of the recoverable amount of the individual asset/cash generating unit is made. An impairment loss is calculated as the difference between an asset's carrying amount and recoverable amount. Losses are recognised in profit or loss and reflected in an allowance account. When the Company considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, then the previously recognised impairment loss is reversed through profit or loss.

(xii) Financial Instruments

Financial assets - Initial recognition Financial assets are recognised when the Company becomes a party to the contractual provisions of the instruments. Financial

assets other than trade receivables are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in the statement of profit and loss.

Subsequent measurement Financial assets, other than equity instruments, are subsequently measured at amortised cost, fair value through other

comprehensive income or fair value through profit or loss on the basis of:

a. the entity's business model for managing the financial assets; and

b. the contractual cash flow characteristics of the financial asset.

(i) Measured at amortised cost: A financial asset is measured at amortised cost, if it is held under the hold to collect business model i.e. held with an objective of

holding the assets to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest on the principal outstanding. Amortised cost is calculated using the effective interest rate (EIR) method by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in interest income in the statement of profit and loss. The losses arising from impairment are recognised in the statement of profit and loss. On derecognition, gain or loss, if any, is recognised to statement of profit and loss.

(ii) Measured at fair value through other comprehensive income (FVOCI): A financial asset is measured at FVOCI, if it is held under the hold to collect and sell business model i.e. held with an objective to collect

contractual cash flows and selling such financial asset and the contractual cash flows are solely payments of principal and interest on the principal outstanding. It is subsequently measured at fair value with fair value movements recognised in the OCI, except for interest income which recognised using effective interest rate method. The losses arising from impairment are recognised in the statement of profit and loss. On derecognition, cumulative gain or loss previously recognised in the OCI is reclassified from the equity to statement of profit and loss.

(iii) Measured at fair value through profit or loss (FVTPL): Investment in financial asset other than equity instrument, not measured at either amortised cost or FVOCI is measured at FVTPL. Such




financial assets are measured at fair value with all changes in fair value, including interest income and dividend income if any, recognised in the statement of profit and loss.

Equity Instruments: All investments in equity instruments, if any classified under financial assets are subsequently measured at fair value.

The Company recognises a loss allowance for Expected Credit Losses (ECL) on financial assets that are measured at amortised cost and at FVOCI. The credit loss is difference between all contractual cash flows that are due to an entity in accordance with the contract and all the cash flows that the entity expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate. This is assessed on an individual or collective basis after considering all reasonable and supportable including that which is forward-looking.

The Company's trade receivables or contract revenue receivables do not contain significant financing component and loss allowance on trade receivables is measured at an amount equal to life time expected losses i.e. expected cash shortfall, being simplified approach for recognition of impairment loss allowance.

Under simplified approach, the Company does not track changes in credit risk. Rather it recognizes impairment loss allowance based on the lifetime Expected Credit Losses at each reporting date right from its initial recognition. The Company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables.

The provision matrix is based on its historically observed default rates over the expected life of the trade receivable and is adjusted for forward looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward- looking estimates are analysed.

For financial assets other than trade receivables, the Company recognises 12 month expected credit losses for all originated or acquired financial assets if at the reporting date the credit risk of the financial asset has not increased significantly since its initial recognition. The expected credit losses are measured as lifetime expected credit losses if the credit risk on financial asset increases significantly since its initial recognition. If, in a subsequent period, credit quality of the instrument improves such that there is no longer significant increase in credit risks since initial recognition, then the Company reverts to recognizing impairment loss allowance based on 12 months Expected Credit Losses.

The impairment losses and reversals are recognised in statement of profit and loss. For equity instruments and financial assets measured at FVTPL, there is no requirement for impairment testing.

De-recognition The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it

transfers rights to receive cash flows from an asset, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company's continuing involvement.

In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Financial Liabilities

Initial Recognition and measurement Financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments. Financial

liabilities are initially recognised at fair value net of transaction costs for all financial liabilities not carried at fair value through profit or loss.

The Company's financial liabilities includes trade and other payables, loans and borrowings including bank overdrafts and derivative instruments.

Subsequent measurement Financial liabilities measured at amortised cost are subsequently measured at using EIR method. Financial liabilities carried at fair

value through profit or loss are measured at fair value with all changes in fair value recognised in the statement of profit and loss.

Loans & Borrowings After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using EIR method. Gains

and losses are recognized in profit & loss when the liabilities are derecognized as well as through EIR amortization process.

Financial Guarantee Contracts Financial guarantee contracts issued by the Company are those contracts that requires a payment to be made or to reimburse the

holder for a loss it incurs because the specified debtors fails to make payment when due in accordance with the term of a debt instrument. Financial guarantee contracts are recognized initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee.




Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognized less cumulative adjustments.

De-recognition A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires. When an existing

financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.

Derivative financial instruments & hedge accounting The Company uses derivative financial instruments, such as forward foreign exchange contracts to hedge its foreign currency risks.

Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value, with changes in fair value recognised in statement of profit and loss.

Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. The Company designates their derivatives as hedges of foreign currency risk associated with the cash flows of highly probable forecast transactions and variable interest rate risks associated with the borrowings.

(xiii) Fair Value Measurement The Company measures financial instruments, such as, derivatives at fair value at each balance sheet date. Fair value is the price

that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

In the principal market for the asset or liability, orl

In the absence of a principal market, in the most advantageous market for the asset or liability The principal or the most l

advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities

Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly

Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

(xiv) Provision and Contingent Liabilities A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of

resources embodying economic benefits will be required to settle the obligation in respect of which a reliable estimate can be made. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

Contingent Liabilities are not recognised but are disclosed in the notes. Contingent Assets are neither recognised nor disclosed in the financial statements.

(xv) Leases

As a Lessee: The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the

contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.




To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

(i) the contract involves the use of an identified asset;

(ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease; and

(iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use asset ("ROU") and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will exercise an extension or a termination option.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

As a Lessor: Lease income from operating leases where the Company is a lessor is recognised in income on a straight-line basis over the lease term

unless the receipts are structured to increase in line with expected general inflation to compensate for the expected inflationary cost increases. The respective leased assets are included in the balance sheet based on their nature.

Based on Company's assessment, the contracts entered into by the Company do not contain a lease as specified above or they are either short term or low value leases. Therefore, those have been accounted as per other applicable accounting standards.

(xvi) Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to Chief Operating Decision Maker

(CODM).

The Company has identified its Wholetime Director as CODM who is responsible for allocating resources and assessing performance of the operating segments and makes strategic decisions.

(xvii) Earnings per share Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity share holders (after

deducting preference dividends, if any, and attributable taxes) by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earning per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effect of all dilutive potential equity shares.

(xviii) Cash and cash equivalents Cash and cash equivalents include cash and cheques in hand, bank balances, demand deposits with banks and other short-term

highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value where original maturity is three months or less.

Cash flows are reported using the indirect method whereby the profit before tax is adjusted for the effect of the transactions of a noncash nature, any deferrals or accruals of past and future operating cash receipts or payments and items of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the company are segregated.




(xix) Borrowing Costs General and specific borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets

are capitalized as a part of cost of that asset, during the period till all the activities necessary to prepare the qualifying assets for its intended use or sale are complete. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.

Other borrowing costs are recognized as an expense in the period in which they are incurred.

(xx) Exceptional Items When an item of income or expense within profit or loss from ordinary activity is of such size, nature or incidence that their disclosure is

relevant to explain the performance of the Company for the year, the nature and amount of such items is disclosed as exceptional items.

(xxi) Recent accounting pronouncements The Company has adopted Ind AS 116, effective annual reporting period beginning April 1, 2019 and applied the standard to its

leases, using the modified retrospective approach. There is no material impact to the Company on implementation of Ind AS-116.

Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards. There is no such notification which would have been applicable for future periods.




3 PROPERTY, PLANT & EQUIPMENT

Particulars Freehold Buildings Plant Furniture Office Electrical Vehicle Total &

Land equipment & Fixtures Equipment Installations

Gross Block

Balance as at 1st April 2018 116.92 90.73 2,431.16 2.17 7.19 13.52 - 2,661.69

Additions - - 23.16 - 2.63 - - 25.79

Deductions/ Adjustment - - 119.73 - - - - 119.73

Balance as at 31st March 2019 116.92 90.73 2,334.59 2.17 9.82 13.52 - 2,567.75

Additions - 21.15 255.80 - 1.08 22.53 8.92 309.48


Balance as at 31st March 2020 116.92 111.88 2,454.18 2.17 10.90 36.05 8.92 2,741.02

Accumulated Depreciation

Balance as at 1st April 2018 - 14.18 105.01 0.55 2.54 5.20 - 127.48

Additions - 6.48 120.79 0.22 1.75 1.75 - 130.99


Balance as at 31st March 2019 - 20.66 112.05 0.77 4.29 6.95 - 144.72

Additions - 8.95 122.48 0.25 2.21 2.30 0.93 137.12


Balance as at 31st March 2020 - 29.61 134.07 1.02 6.50 9.25 0.93 181.38

Net carrying amount:

as at 31st March, 2019 116.92 70.07 2,222.54 1.40 5.53 6.57 - 2,423.03

as at 31st March, 2020 116.92 82.27 2,320.11 1.15 4.40 26.80 7.99 2,559.64



4. CAPITAL WORK-IN-PROGRESS

Plant and equipment under installation 46.31 111.18

Building under construction 129.55 -

TOTAL 175.86 111.18

5. INTANGIBLE ASSETS Software TOTAL

Gross Block

Balance as at 1st April 2018 2.92 2.92

Additions - -

Deductions / Adjustments - -

Balance as at 31st March 2019 2.92 2.92

Additions - -


Balance as at 31st March 2020 2.92 2.92

Accumulated amortisation

Balance as at 1st April 2018 2.34 2.34

Additions 0.45 0.45


Accumulated amortisation as at 31st March, 2019 2.79 2.79

Amortisation charge for the year 0.13 0.13


Accumulated amortisation as at 31st March, 2020 2.92 2.92

Net carrying amount as at 31st March, 2019 0.13 0.13

Net carrying amount as at 31st March, 2020 - -






6. INVESTMENTS - NON - CURRENT

Investments in Mutual Funds (at NAV) - Quoted, trade, fully paid-up 6,281.34 5,263.93

(Refer Note 38)

Investments in Bonds - Unquoted, trade, fully paid up

Rural Electrification Corporation Limited - REC

Bond -Nil (previous year - 130 units) of 10,000 each - 13.00 ₹

TOTAL 6,281.34 5,276.93

Market Value of quoted investments (based on Net Asset

Value declared by Mutual Fund as on 31st March 2020/2019) 6,281.34 5,263.93

7. LOANS

Unsecured, considered good

Advance to employees 8.88 10.44

TOTAL 8.88 10.44

8. OTHER FINANCIAL ASSETS


Security Deposits 131.18 123.38

TOTAL 131.18 123.38

9. OTHER NON-CURRENT ASSETS


Capital Advances 6.32 18.00

TOTAL 6.32 18.00

10. INVENTORIES

Raw materials 1,300.14 1,044.21

Work-in-progress 1,119.58 1,075.59

Finished goods 885.35 460.52

Stores & Spares 139.31 296.79

TOTAL 3,444.38 2,877.11

Refer Note 2(v)

11. INVESTMENTS - CURRENT

Investments in Mutual Funds (at NAV) - Quoted, trade, fully paid-up 178.45 1,503.10

(Refer Note 39)

TOTAL 178.45 1,503.10

Aggregate amount of quoted investments 178.45 1,503.10

Market Value of quoted investments (based on Net Asset

Value declared by Mutual Fund as on 31st March 2020) 178.45 1,503.10






12 TRADE RECEIVABLES Trade Receivables considered good - Secured - - Trade Receivables considered good - Unsecured 2,014.61 1,915.94 Trade Receivables which have significant increase in Credit Risk, and Trade Receivables - credit impaired 5.03 31.10 Less: Allowances for expected credit loss (5.03) (31.10)

TOTAL 2,014.61 1,915.94

13 CASH AND CASH EQUIVALENTS Bank balance in current accounts 149.60 142.46 Cash in hand 9.27 8.57

TOTAL 158.87 151.03

14 BANK BALANCE OTHER THAN ABOVE In Dividend accounts 12.69 12.80 In Deposits accounts* 802.47 765.92 Remittance in transit 56.87

TOTAL 815.16 835.59 *includes amount under lien of bank towards bank guarantee - 10.00

15 LOANS Unsecured, considered good Loan to Employees 35.79 19.95

TOTAL 35.79 19.95

16 OTHER CURRENT FINANCIAL ASSETS Unsecured, considered good Security Deposits 1.70 1.71 Interest accrued on fixed deposits 31.88 32.30

TOTAL 33.58 34.01

17 OTHER CURRENT ASSETS Unsecured, considered good Advances to suppliers 155.09 84.56 Prepayments 15.91 9.43 Balances with government authorities 41.99 46.19

TOTAL 212.99 140.18

18a EQUITY SHARE CAPITAL Authorised Share Capital:

1,00,00,000 equity shares of ₹ 10 each 1,000.00 1,000.00

1,00,00,000 9% cum. redeemable preference shares of ₹ 10 each. 1,000.00 1,000.00

TOTAL 2,000.00 2,000.00

Issued, Subscribed and Paid up

60,49,587 equity shares of 10 each, fully paid 604.96 604.96 ₹

Forfeited shares 0.07 0.07

TOTAL 605.03 605.03




(i) Reconciliation of the number of shares outstanding and the amount of share capital at the beginning and at the end of the

reporting period:

2019-20 2018-19

Particulars Number Amount Number Amount

Equity shares at the beginning of the year 6049587 604.96 6049587 604.96 Add : Shares issued during the year - - - - Less : Shares bought back during the year - - - - Equity shares outstanding at the end of year 6049587 604.96 6049587 604.96

(ii) Terms/rights attached to equity shares

The company has only one class of equity shares having a par value of ₹ 10 per share. Each holder of equity shares is entitled to

one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of the liquidation of the company the holders of equity shares will be entitled to receive the remaining assets of the company in proportion to the number of the shares held.

(iii) Details of shares held by the holding company:

Name of the Shareholder Number Amount Number Amount

Alfamont ( Mauritius) Limited, the Holding Company 4537189 453.72 4537189 453.72

(iv) Equity shareholders holding more than 5% of equity shares along with the number of equity shares held is as given below:

Name of the Shareholder Number % Number %

Alfamont ( Mauritius) Limited, the Holding Company 4537189 75.00 4537189 75.00

(v) Aggregate number of shares allotted as fully paid up by way of bonus shares during the last five years

During the last five financial years, the Company has not allotted any bonus shares.

(vi) Issue of shares for consideration other than cash

During the preceding five financial years, the Company has not issued any share for consideration other than cash

(vii) Dividend paid and proposed Refer Note 44

18b OTHER EQUITY

Particulars Reserves and Surplus Other Total

Capital Securities General Retained Comprehensive

Reserve Premium Reserve Earnings Income

As at 1st April, 2018 7.51 425.37 2,200.52 9,111.63 29.41 11,774.44


Other Comprehensive Income for the year - - - - (15.47) (15.47)

Dividend paid - - - (291.24) - (291.24)

(including dividend distribution tax of Rs. 49.26 lacs)

As at 31st March, 2019 7.51 425.37 2,200.52 9,826.70 13.94 12,473.35


Other Comprehensive Income for the year - - - - 2.84 2.84

Dividend paid - - - (729.31) - (729.31)

(including dividend distribution tax of Rs. 124.35 lacs) - - - - - -

As at 31st March, 2020 7.51 425.37 2,200.52 10,385.40 16.78 13,034.89






19 DEFERRED TAX LIABILITY Deferred Tax Liability (Net) 715.02 649.03 MAT Credit Entitlement (42.31) -

TOTAL 672.71 649.03(i) The major components of income tax expense are as follows:

Statement of profit or loss Year ended Year ended


Current income tax charge 424.45 228.24

Deferred tax Relating to origination and reversal of temporary differences 66.00 89.32

Income tax expense reported in statement of profit or loss 490.45 317.56

Reconciliation Accounting profit/ (loss) before income tax 1,786.71 1,312.30 Enacted tax rate in India 29.12% 27.82%

Computed tax expense 520.29 365.08

Differences due to: Expenses not deductible for tax purposes 14.97 6.53 Income exempt from Income taxes (18.25) (17.66) Deduction allowed under Section 35 of the Income Tax Act, 1961 (1.63) (8.36) Others including change in tax rate (90.93) (117.35) (95.84) (136.84)

Current Income Tax expenses recognised in Profit or Loss 424.45 228.24

(ii) Deferred tax relates to following

Recognised in Balance Sheet Recognised in Profit or Loss

Particulars As at As at Year ended Year ended

31st March 2020 31st March 2019 31st March 2020 31st March 2019

Accelerated depreciation for tax purpose (517.61) (488.70) 28.92 14.03

Expenses allowable on payment basis 10.86 19.07 8.21 8.58

Other items giving rise to temporary differences 42.31 - - -

Fair valuation of financial instruments (208.27) (179.40) 28.87 66.71

Deferred tax asset / (liability) (672.71) (649.03)

Net (income)/ expense 66.00 89.32

(iii) The provision for tax has been made as per the existing tax rates in view of benefits available on account of MAT credit entitlement and the option under the new tax regime for lower rate of taxes will be reviewed in the next financial year.



20 BORROWINGS From Banks Bank Overdraft* 44.03 203.15

TOTAL 44.03 203.15

* The overdraft facility is secured against specified units of mutual funds (refer Note 38) Overdraft facility carries interest rate MCLR with spread of 1% p.a.

21 TRADE PAYABLES Total outstanding dues of micro, small and medium enterprises 19.46 38.53 Total outstanding dues of creditors other than 1,275.98 1,196.44 micro, small and medium enterprises.

TOTAL 1,295.44 1,234.97




The Management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro, small and medium enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosure in respect of the amounts payable to such enterprises has been made in the financial statements based on information received and available with the Company, which is relied upon by the auditors. Further in the view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.



I) The principal amount and the interest due thereon (to be shown separately) remaining unpaid to any supplier at the end of each accounting year 19.46 38.53

ii) Principal amount due and remaining unpaid - -

iii) Interest due on (ii) above and the unpaid interest - -

iv) Interest paid on all delayed payments under the MSMED Act. 0.01 -

v) Payment made beyond the appointed day during the year - -

vi) Interest due and payable for the period of delay other than (iv) above - -

vii) Interest accrued and remaining unpaid - -

viii) Amount of further interest remaining due and payable in succeeding years - -

22 OTHER FINANCIAL LIABILITIES Payable for capital expenditure 13.23 5.04 Security deposits 9.22 8.82 Advances from customers 50.29 23.39 Unpaid dividend* 12.69 12.80

TOTAL 85.43 50.05

*There are no amounts due for payments to the Investor Education and Protection Fund under Section 125 of the Companies Act, 2013 as at year end.

23 OTHER CURRENT LIABILITIES Statutory dues payable 140.54 163.90

TOTAL 140.54 163.90

24 PROVISIONS Gratuity 24.86 33.75 Compensated absences 15.01 6.90 Others 31.02 37.45

TOTAL 70.89 78.10



25 REVENUE FROM OPERATIONS Sale of Manufactured products (net of rebates and discounts) Gelatine 10,445.42 9,172.26 DCP - animal feed grade 2,749.14 2,973.94 Ossein 172.97 372.66 Bone meal products 57.47 49.35

NET SALES 13,425.00 12,568.21






26 OTHER INCOME

Operating Income

Sale of scrap/Coal ash 5.57 11.14

Export incentives and duty drawback 7.13 10.38

Insurance claim 3.19 -

Provision no longer required written back

(including doubtful debts recovered) 33.41 19.50

Foreign exchange gain 4.42 2.28

Miscellaneous income 4.81 3.08

TOTAL (A) 58.53 46.38

Non-operating Income

Interest income

From banks 56.34 50.83

From others 25.79 82.13 15.66 66.49

Change in fair valuation of current / non-current

investments in mutual funds 415.17 432.62

TOTAL (B) 497.30 499.11

TOTAL (A) + (B) 555.83 545.49

27 COST OF MATERIAL CONSUMED

Raw Materials:

Opening Stock 1,044.21 956.02

Add : Purchases 8,293.31 7,315.91

Less : Closing Stock 1,300.14 1,044.21

Raw materials consumed 8,037.38 7,227.72

Particulars of Raw materials consumed

Material description

Crushed bones 5,755.48 5,543.25

Hydrochloric acid 369.50 354.81

Others 1,912.40 1,329.67

TOTAL 8,037.38 7,227.72

28 CHANGE IN INVENTORY OF FINISHED GOODS,

WORK-IN-PROGRESS AND STOCK-IN-TRADE

Opening Stocks

Finished Goods 460.52 527.89

Work-in-progress 1,075.59 1,536.11 1,080.56 1,608.45

Closing Stocks

Finished Goods 885.35 460.52

Work-in-progress 1,119.58 2,004.93 1,075.59 1,536.11

Net (Increase) / Decrease (468.82) 72.34






29 EMPLOYEE BENEFITS EXPENSE Salaries and wages 1,010.74 972.05 Contribution to provident and other funds 101.00 102.34 Staff welfare expenses 34.13 23.25

TOTAL 1,145.87 1,097.64

30 FINANCE COSTS Interest expense on borrowings 14.80 2.10 Interest on income tax 24.93 - Other borrowing costs 8.48 6.04

TOTAL 48.21 8.14

31 DEPRECIATION AND AMORTISATION EXPENSE Depreciation & Amortisation expense 137.25 131.45

TOTAL 137.25 131.45

32 OTHER EXPENSE Consumption of stores and spare parts 126.43 111.39 Rates and taxes (other than taxes on income) 16.10 5.20 Effluent expenses 24.85 18.94 Insurance 12.42 6.16 Repairs and maintenance: - Building 28.59 53.97 - Plant and equipment 310.53 339.12 287.78 341.75 Auditors' remuneration (*Refer note below) 7.91 6.14 Freight and delivery charges 98.32 111.19 Commission to selling agents 15.48 14.63 Rent 14.11 12.56 Traveling 12.25 17.13 Directors' fees 4.41 3.68 Advertisement 4.66 4.33 Research and Development expenses (Refer Note 41) 6.92 7.37 Sundry balances written off 0.22 2.57 Interest paid to micro, small and medium enterprises 0.01 - Corporate social responsibility expenditure (Refer Note 40) 15.65 19.43 Loss on sale / discard of property, plant and equipment - 4.07 Miscellaneous expenses 194.31 172.06

TOTAL 893.17 858.59

Auditors' Remuneration* Statutory audit fees 5.00 4.00 Certification and other matters 1.00 1.00 Reimbursement of out of pocket expenses and GST 1.91 1.14

TOTAL 7.91 6.14

33 DISCLOSURE PURSUANT TO IND AS - 19 "EMPLOYEE BENEFITS" I) Gratuity: In accordance with the applicable laws, the Company provides for gratuity, a defined benefit retirement plan ("The

Gratuity Plan") covering eligible employees. The Gratuity Plan provides for a lump sum payment to vested employees on retirement (subject to completion of five years of continuous employment), death, incapacitation or termination of employment that are based on last drawn salary and tenure of employment. Liabilities with regard to the Gratuity Plan are determined by actuarial valuation on the reporting date and the Company makes annual contribution to the gratuity fund administered by Life Insurance Corporation of India under Group Gratuity Scheme.




The disclosure in respect of the defined Gratuity Plan are given below:

Particulars Defined benefit plans

As at As at

31st March, 2020 31st March, 2019

A. Balance Sheet

Present value of plan liabilities 283.67 278.42 Fair value of plan assets 258.81 244.67 Asset/(Liability) recognised (24.86) (33.75)

Particulars Present value of Fair Value of

obligations Plan assets

B. Movements in plan assets and plan liabilities

As at 1st April 2018 290.08 275.87 Current service cost 18.72 - Adjustment in opening balance - (2.78) Past service cost - - Interest Cost/(Income) 19.58 20.68 Actuarial (gain)/loss arising from changes in financial assumptions 17.19 - Actuarial (gain)/loss arising from experience adjustments - - Employer contributions - 18.05 Benefit payments (67.15) (67.15)

As at 31st March 2019 278.42 244.67

As at 1st April 2019 278.42 244.67 Current service cost 17.80 - Adjustment in opening balance - - Past service cost - - Interest Cost/(Income) 20.85 18.32 Return on plan assets excluding interest income - (1.39) Actuarial (gain)/loss arising from changes in financial assumptions (5.83) - Actuarial (gain)/loss arising due to change in demographic assumptions (1.14) - Actuarial (gain)/loss arising from experience adjustments 2.74 - Employer contributions - 26.38 Benefit payments (29.17) (29.17)

As at 31st March 2020 283.67 258.81



C. Statement of Profit and Loss

Employee Benefit Expenses: Current Service Cost 17.81 18.72 Interest Cost 2.52 19.58 Past Service cost (vested benefits) - - Net Actuarial (Gain) / Loss - 17.18 Interest cost/(income) - (18.96)

Total amount recognised in Statement of profit & loss 20.33 36.52

Remeasurement of the net defined benefit liability: Actuarial (Gain) / Loss recognised for the period (4.23) 17.17 Asset limit effect - - Return on plan assets excluding net interest 1.39 (1.70) Unrecognised Actuarial (Gain)/ Loss from previous period - -

Total amount recognised in Other Comprehensive Income (2.84) 15.47




D. Assumptions With the objective of presenting the plan assets and plan liabilities of the defined benefits plans at their fair value on the balance

sheet, assumptions under Ind AS 19 are set by reference to market conditions at the valuation date.



The significant actuarial assumptions were as follows:

Financial Assumptions Discount rate 6.84% 7.56% Salary Escalation Rate Management Employees 6.00% 7.00% Non-management Employees 6.00% 7.00%

Demographic Assumptions Expected Average remaining working lives of employees in no. of years Management Employees 14 10.77 Non-management Employees 11 8.22

Mortality Rate IALM (2006-08) Ult. IALM (2006-08) Ult. Attrition Rate 1% 4% Retirement Age 60 60 Adjusted Average Future Services - -

E. Sensitivity The sensitivity of the overall plan liabilities to changes in the weighted key assumptions are:

Particulars Impact on defined benefit obligation

Change in Increase in Decrease in

assumption assumption assumption

Discount rate +-1% (17.36) 19.61

Salary Escalation Rate +-1% 19.57 (17.64)

The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the same method used to calculate the liability recognised in the balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.

ii) Compensated Absences: The Company permits encashment of compensated absence accumulated by their employees on retirement, separation and during the course of service. The liability in respect of the Company, for outstanding balance of leave at the balance sheet date is determined and provided on the basis of actuarial valuation performed by an independent actuary. The disclosure in respect of the defined Compensated Absences are given below:"

Expenses recognised in statement of profit and loss 18.88 16.19 Balance sheet liability 15.01 33.75



34 CAPITAL COMMITMENTS Estimated amount of contract remaining to be executed on capital account not provided for (net of advances) 269.15 188.11

TOTAL 269.15 188.11

35 CONTINGENT LIABILITIES Bank guarantees to government authorities - 10.00 Claims not acknowledged as debts (excluding further interest, if any): Excise duty 240.88 240.88 Income taxes 12.35 5.50 Sales tax 33.91 33.91 Land revenue cess 25.97 25.97

TOTAL 313.11 316.26




The Company’s pending litigations comprise mainly claims against the Company, proceedings pending with tax and other authorities.

The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, wherever required and

disclosed the contingent liabilities, wherever applicable, in its financial statements. The Company does not reasonably expect the

outcome of these proceedings to have a material impact on its financial statements.

36 RELATED PARTY TRANSACTIONS

Enterprise where the control exists Relationship Jumbo World Holdings Limited Ultimate Holding Company Alfamont (Mauritius) Limited Holding Company

Other related parties Aasman Management Services Pvt. Ltd., Dandvati Investments & Trading Co. Pvt. Ltd., Derby Electricals (India) Pvt. Ltd., Firestorm

Electronics Corporation Pvt. Ltd., GWL Properties Ltd., Harshit Finlease & Investments Pvt. Ltd., Jumbo Electronics Corporation Pvt. Ltd., Jumbo Investments Ltd., Jumbo World Holdings (India) Pvt. Ltd., Primo Enterprises Pvt. Ltd., SMN Engineers Ltd., Starfire Investments Ltd., Pious Investments Pvt. Ltd.

Key managerial personnel Ashok Kapur Wholetime director Mahesh Verma Company Secretary Garvita Asati Chief Financial Officer

Non-Executive Directors Justice Gulab Gupta Mr. Mohan C. Pant Mr. Deepak Chaudhuri Mr. Ravindra K. Raje Late Mr. Sanjeev Jain (upto 03.01.2020) Mrs. Drushti R. Desai

Notes: (i) All related party transactions entered during the year were in ordinary course of the business and are on arm’s length basis. (ii) No amounts in respect of related parties have been written off / written back during the year, nor has any provision been made

for doubtful debts / receivables during the year, except as discussed above. (iii) Related party relationships have been identified by the management and relied upon by the Auditors. Particulars of transaction and outstanding balances with related parties



Transactions with related parties Nil Nil

Transactions with Key Managerial Personnel

(i) Remuneration paid to Mr. Ashok K Kapur 40.20 35.04

(ii) Remuneration paid to Mr. Mahesh Verma 13.22 12.88

(iii) Remuneration paid to Ms. Garvita Asati 5.26 4.89

As the Gratuity and Compensated absences are computed for all the employees in aggregate, the amount relating to Key Managerial Personnel cannot be individually be identified.

Transactions with Non-Executive Directors (Sitting fee paid)

Justice Gulab Gupta 0.96 0.81

Mr. Mohan C. Pant 0.99 0.79

Mr. Deepak Chaudhuri 0.50 0.81

Mr. Ravindra K. Raje 0.76 0.47

Late Mr. Sanjeev Jain (upto 03.01.2020) 0.55 0.65

Mrs. Drushti R. Desai 0.66 0.15

37 EARNINGS PER SHARE

Profit available for equity shareholders 1,288.01 1,006.31

Weighted average number of equity shares 6,049,587 6,049,587

Nominal value of equity share 10.00 10.00

Earnings per share - Basic / Diluted 21.29 16.63




38 NON-CURRENT INVESTMENTS

Investments in Mutual Funds (at NAV) -Quoted, trade, fully paid-up

As at 31st March, 2020 As at 31st March, 2019

Particulars Fair Value No. of Total Fair Value No. of Total

Per unit Units Value Per unit Units Value

IDFC Bond Fund - Short Term Plan - Growth Regular Plan 41.54 247,085 102.65 38.08 247,085 94.10

(formerly known as IDFC Super Saver Income Fund - Short Term Plan)

HDFC Balanced Advantaged Fund-Direct Plan-Growth Option 157.15 127,311 200.07 209.08 127,311 266.18

(formerly known as HDFC Prudence Fund)

IDFC Bond Fund - Medium Term - Growth Regular Plan 34.14 600,833 205.15 31.23 600,833 187.61

(formerly known as IDFC Super Saver Income Fund - Medium Term Plan)

ICICI Prudential Long Term Bond Fund - Regular Plan - Growth 67.27 830,126 558.46 59.07 830,126 490.33

ICICI Prudential Income-Regular Plan - Growth

IDFC Bond Fund - Income Plan - Regular - Growth 49.81 777,167 387.11 44.57 777,167 346.37

(formerly know as IDFC Super Saver Income Fund - Investment Plan)

Reliance Dynamic Bond Fund - Growth Plan 26.82 1,671,699 448.27 24.58 1,671,699 410.85

ABSL Dynamic Bond Fund-Retail-Growth Fund-Regular Plan 31.86 823,118 262.27 31.61 823,118 260.20

Reliance Short Term Fund-Growth Plan-Growth Option 37.78 960,791 362.94 34.73 960,791 333.72

ICICI Prudential Short Term Fund Regular Plan Growth Option 42.17 1,097,932 462.99 38.64 1,097,932 424.19

Reliance Income Fund-Growth Plan-Growth Option 66.74 378,248 252.44 59.29 378,248 224.25

ABSL Income Fund - Regular Plan - Growth Option 90.09 613,470 552.67 81.18 613,470 498.00

(formerly known as ABSL Income Plus)

ABSL Corporate Bond Fund - Regular Plan, Growth 78.25 133,977 104.84 71.68 133,977 96.03

(formerly known as ABSL Short Term Fund)

ABSL Savings Fund- Growth-Direct 400.83 9,276 37.18 371.76 9,276 34.48

UTI- Credit Risk Fund - Direct - Growth 0.20 2,221,060 4.40 18.01 2,221,060 400.02

(formerly known as UTI-Income Opportunities Fund (Segregated units)

IDFC Banking & PSU Debt Fund -Direct plan growth 17.96 616,880 110.82 - - -

IDFC Prudential corporate bond fund DP Growth 13.96 776,229 108.38 - - -

IDFC Bond Fund - Short Term - Growth Regular Plan 43.36 252,755 109.60 - - -

ICICI Prudential corporate bond fund DP Growth 21.51 1,015,309 218.39 - - -

ICICI Prudential Banking & PSU Debt Fund -Direct plan growth 23.64 463,615 109.62 - - -

ICICI Prudential Medium Term Fund DP growth 33.21 332,819 110.54 - - -

ABSL Banking & PSU Debt fund-Growth- Direct 266.96 77,180 206.04 - - -

ABSL Dynamic Bond Fund-Retail-Growth Fund (Segregated units) 1.46 413,102 6.03 - - -

ABSL Dynamic Bond Fund-Retail-Growth Fund (Segregated units) 1.46 410,016 5.98 - - -

ABSL Credit Risk Fund-Growth Direct (Segregated units) 0.43 1,594,337 6.91 - - -

ABSL Credit Risk Fund-Growth Direct (Segregated units) 0.43 927,888 4.02 - - -

ABSL Credit Risk Fund-Growth Direct (Segregated units) 0.43 772,630 3.35 - - -

Reliance Banking & PSU Debt Fund -Direct plan growth 15.09 2,227,881 336.09 - - -

ABSL Credit Risk Fund-Growth Direct* 14.71 3,294,855 484.70 14.21 3,294,855 468.05

(formerly known as ABSL Corporate Bond Fund)

HDFC Credit Risk Debt Fund - Direct - Growth* 17.44 2,139,597 373.21 15.92 2,139,597 340.59

HDFC Equity Savings Fund -Direct Plan - Growth Option 35.22 415,125 146.22 39.03 415,125 162.02

Reliance Strategic Debt Fund - Direct Plan - Growth Option - - - 15.35 1,477,957 226.94

(formerly known as Reliance Corporate Bond Fund)

TOTAL 6,281.34 5,263.93

*Provided as Security against the Overdraft facility from Banks (also, refer Note 20)




39 CURRENT INVESTMENTS

Investments in Mutual Funds (at NAV) - Quoted, trade, fully paid-up

As at 31st March 2020 As at 31st March 2019

Particulars Fair Value No. of Total Fair Value No. of Total

Per unit Units Value Per unit Units Value

Reliance Liquid Fund - Direct Plan - Growth Option - - - 4,561.89 1,686 76.93

Reliance Low Duration Fund - Direct Plan - Growth Option - - - 2,640.40 4,090.66 108.01

(formerly known as Reliance Money Manager Fund)

HDFC Low Duration Fund -Retail-Growth - - - 40.86 2,786 1.14

HDFC CMF Treasury Adv-Retail-Growth

ABSL Liquid Fund - Direct Plan - Growth Option - - - 300.44 428,650 1,287.82

(formerly known as Birla Sun life Cash plus)

ABSL Low Duration Fund - Direct - Growth - - - 473.18 6,171 29.20

(formerly known as ABSL Cash Manager Fund)

SBI Saving fund -Regular plan-growth 31.00 575,698 178.45 - - -

TOTAL 178.45 1,503.10

40 CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013, a CSR Committee has been formed by the Company. As part of initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of environment/river protection, education, livelihood, healthcare, sanitation, rural development, promotion of sports and cultural activities, which are specified in Schedule VII of the Companies Act, 2013. The amount spent on the same is given below:



Gross amount required to be spent by the Company 14.32 16.76 Amount spent during the year on: Construction / acquisition of any asset - - On purposes other than above 15.65 19.43

41 RESEARCH & DEVELOPMENT EXPENDITURE Revenue expenditure Salaries and wages 10.81 11.28 Other expenses 0.43 7.37 Capital Expenditure Plant & Machinery - 16.07

42 FINANCIAL INSTRUMENTS "The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a

current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

(i) Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to short term maturities of these instruments.

(ii) Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counter-party. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts. The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.




The carrying amounts and fair values of financial instruments by category are as follows:

FVOCI FVTPL Amortised Total fair Carrying

Note 2(xiii) Note2 (xiii) cost value amount

31st March, 2019

Financial assets

Investments - 6,780.03 - 6,780.03 6,780.03

Trade receivables - 1,915.94 1,915.94 1,915.94

Cash and cash equivalents - - 986.62 986.62 986.62

Loan 19.95 19.95 19.95

Other financial assets - - 34.01 34.01 34.01

Total - 6,780.03 2,956.52 9,736.55 9,736.55

Financial liabilities

Borrowings - - 203.15 203.15 203.15

Trade payables - - 1,234.97 1,234.97 1,234.97

Others - - 50.06 50.06 50.06

Total financial liabilities - - 1,488.18 1,488.18 1,488.18

31st March, 2020

Financial assets

Investments - 6,459.79 - 6,459.79 6,459.79

Trade receivables - - 2,014.61 2,014.61 2,014.61

Cash and bank balances - - 974.03 974.03 974.03

Loan - - 35.79 35.79 35.79

Others financial assets - - 33.58 33.58 33.58

Total - 6,459.79 3,058.01 9,517.80 9,517.80

Financial liabilities

Borrowings - - 44.03 44.03 44.03

Trade payables - - 1,295.44 1,295.44 1,295.44

Others - - 85.43 85.43 85.43

Total financial liabilities - - 1,424.90 1,424.90 1,424.90

Fair value estimation

For financial instruments measured at fair value in the Balance Sheet, a three level fair value hierarchy is used that reflects the significance of inputs used in the measurements. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).

The categories used are as follows: Ÿ Level 1: quoted prices for identical instruments Ÿ Level 2: directly or indirectly observable market inputs, other than Level 1 inputs; and Ÿ Level 3: inputs which are not based on observable market data.

For assets and liabilities which are carried at fair value, the classification of fair value calculations by category is summarised below:

Level 1 Level 2 Level 3

31st March, 2019 Assets at fair value 6,780.03 - -

31st March, 2020 Assets at fair value 6,459.79 - - There were no significant changes in classification and no significant movements between the fair value hierarchy classifications of

financial assets and financial liabilities during the years.




43 RISK MANAGEMENT

Financial risk management objectives and policies :

The Company’s financial risk management is an integral part of how to plan and execute its business strategies. The Company’s activity expose it to market risk, liquidity risk, commodity risk and credit risk. The Company’s financial risk management policy is set by the Risk Management Committee and governed by overall direction of Board of Directors of the Company.

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits , foreign currency receivables, payables and loans and borrowings.

Risk Exposure arising from Measurement Risk Management

(i) Credit risk Cash and cash equivalents, Ageing analysis Credit limits and letters of trade receivables, financial Credit ratings credit and Performance instruments, financial assets guarantees. measured at amortised cost.

(ii) Liquidity risk Borrowings and other liabilities Rolling cash flow Availability of committed forecasts credit lines and borrowing facilities

(iii) Market risk – interest rate Long-term borrowings at variable rates Sensitivity analysis Interest rate swaps

(iv) Market risk–foreign exchange Future commercial transactions Cash flow forecasting Forward foreign exchange recognised financial assets and liabilities Sensitivity analysis contracts not denominated in Indian rupees

(v) Commodity risk Purchase of Raw Material As per production Procurement and planning and budgeting inventory strategy

I CREDIT RISK Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the

company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of account receivables. Individual credit limits are set accordingly. The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the company compares the risk of default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. The company considers reasonable and supportive forward-looking information. Financial assets are written off when there is no reasonable expectation of recovery, such as debtor failing to engage in a repayment plan with the company. The company provides for overdue outstanding as per the policy approved by the Board of Directors. which are evaluated on a case to case basis.

The Company’s concentration of risk with respect to trade receivables is low, as its customer’s base is widely spread across the length and breadth of the country and majority of the customers are with sound financial health.

The average credit period extended to customers ranges within 30 - 90 days

Expected credit loss for trade receivables under simplified approach

As at As at


(a) Ageing of trade receivable From the date of invoice 0-6 months 2,014.61 1,915.94 6 -9 months - - 9 - 12 months - - beyond 12 months - -

TOTAL 2,014.61 1,915.94

(b) Reconciliation of loss allowance provision - Trade receivables Opening provision 31.10 50.60

Additional provision made - -

Less : Bad debts written off / recovered 26.07 19.50

Closing provisions 5.03 31.10




II LIQUIDITY RISK "Liquidity risk is defined as the risk that the company will not be able to settle or meet its obligations on time or at a reasonable price.

The Company’s treasury department is responsible for maintenance of liquidity (including quasi liquidity), continuity of funding as well as timely settlement of debts. In addition, policies related to mitigation of risks are overseen by senior management. Management monitors the Company’s net liquidity position on the basis of expected cash flows vis a vis debt service fulfilment obligation."

Maturity profile of financial liabilities

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date .

Contractual maturity patterns of Financial Liabilities :

Particulars As at 31st March 2020 As at 31st March 2019

0-1 year 1 to 5 years Total 0-1 year / 1 to 5 years Total

on Demand on Demand

Borrowings 44.03 - 44.03 203.15 - 203.15

Trade payables 1,295.44 - 1,295.44 1,234.97 - 1,234.97

Other financial liabilities 85.43 - 85.43 50.05 - 50.05

TOTAL 1,424.90 - 1,424.90 1,488.17 - 1,488.17

III MARKET RISK- INTEREST RATE RISK Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market

interest rates. In order to balance the Company’s position with regards to interest income and interest expense and to manage the interest rate risk, finance department performs a comprehensive interest rate risk management. The Company is not exposed to significant interest rate risk as at the respective reporting dates.

IV MARKET RISK- FOREIGN CURRENCY RISK The Company is exposed to foreign exchange risk towards honouring of export/ import commitments. Management evaluates

exchange rate exposure in this connection in terms of its established risk management policies which includes the use of derivatives like foreign exchange forward contracts to hedge risk of exposure in foreign currency. The company is not exposed to foreign currency risk at the respective reporting dates.

V COMMODITY RISK "Principal Raw Material for Company’s products is Crushed bone, HCL, Lime and Coal as a fuel. The Company sources its major raw

material requirement from domestic suppliers located in various part of India. The Company effectively manages with availability of material as well as price volatility based on the following:

Raw materials are procured from different sources at competitive prices. l

Alternative sources are developed for uninterrupted supply of raw materials. l

Demand and supply are external factors on which company has no control; however the Company plans its production and l

sales from the experience gained in the past and on-going study and appraisal of the market dynamics, competition, economic policies and growth patterns of different segments of users of company’s products.

Specific steps to reduce the gap between demand and supply by expanding its customer base, delivery mechanisms, etc. l

Proper inventory control systems have been put in place. The Risk committee of the Company comprising members from Board l

of Directors and the operations has developed and enacted a risk management strategy regarding commodity Price risk and its mitigation."

44 FINANCIAL RISK FACTORS

(a) Capital risk management The Company’s objectives when managing capital are to : l safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and

benefits for other stakeholders, and l maintain an optimal capital structure to reduce the cost of capital

(b) No asset has been pledged as security, except mutual funds referred in Note 38

(c) Dividends

The Company follows the policy of Dividend for any financial year as may be decided by Board considering financial performance of the company and other internal and external factors.






On Equity Shares

Dividends not recognised at the end of reporting period 604.96 728.11 Since year end, the directors have recommended the payment of

a final dividend of ₹ 10.00 per fully paid up equity share (31st March,

2019 - ₹ 10.00 per fully paid up equity shares) [Including dividend

distribution tax - Nil (31st March 2019 - ₹ 123.16 lacs]. The Proposed

dividend is subject to the approval of shareholders in the ensuing annual general meeting.

45 The novel corona virus (COVID-19) pandemic continues to spread rapidly across the globe including India. In March, 2020, the COVID-19 outbreak was declared a global pandemic by the World Health Organization. COVID-19 has taken its toll on not just human life, but business and financial markets too. Various governments have introduced a variety of measures to contain the spread of the virus. The Central and State Governments and local bodies had announced various lock down measures which has significant impact on all the industries across the nation. The operations of the Company have also been scaled down as a consequence of the nationwide lockdown. The management has, at the time of approving the financial statements, assessed the potential impact of the COVID-19 on the Company. Based on the current assessment, the management has evaluated the impact on its assets and liabilities particularly, inventory, investments, trade receivables, advances, etc. based on internal and external source of information and concluded that the carrying value of these assets are recoverable and no uncertainty exists on meeting the financial liabilities in the foreseeable future.

46 The Company is engaged in the manufacture and sale of Ossein and Gelatine. Since all these segments meet the aggregation criteria as per the requirements of Ind AS 108 on ‘Operating segments’, the management considers these as a single reportable segment. Accordingly, no further disclosure is required to be furnished.

47 Certain financial assets and financial liabilities are subject to formal confirmation and reconciliations. The Management, however, is confident that the impact whereof, if any, for the year on the financial statements will not be material.

48 The previous year’s figures have been re-grouped / re-classified wherever required to conform to current period's classification. Signatures to note 1 to 48 For and on behalf of the Board

Ashok K Kapur Mohan C Pant Wholetime Director Director DIN:00126807 DIN:00257707

Mahesh Verma Garvita Asati Place : Jabalpur Head - Finance & Secretarial Chief Financial Officer Date : 29th June, 2020




NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Fifty-Ninth Annual General Meeting of the Members of Narmada Gelatines Limited will be held on Friday, 25th September, 2020 at 11:30 a.m., at Hotel Narmada Jacksons, South Civil Lines, Jabalpur – 482001, to transact the following businesses:

ORDINARY BUSINESS

1. To consider and adopt the audited Financial Statements of the Company for the year ended 31st March, 2020 including the Reports of the Board of Directors and Auditors thereon and in this respect to consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT the audited Financial Statements of the Company for the year ended 31st March, 2020, including the Balance Sheet as at that date and the Statement of Profit and Loss Account and the Cash Flow Statement for the year ended on that date together with the Reports of the Directors and Auditors thereon as laid before this Meeting be and are hereby approved and adopted.”

2. To declare dividend on equity shares for the financial year ended 31st March, 2020 and in this respect to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT in accordance with the recommendation of the Board of Directors, dividend @ 100% i.e. ₹10.00 per Equity Share of ₹

10/- each fully paid-up, be and is hereby declared in respect of the financial year ended 31st March, 2020 and that the dividend be paid to those Equity Shareholders whose names appear on the Register of Equity Shareholders as on 18th September, 2020 or to their mandatees.”

3. To appoint a director in place of Ms. Drushti R. Desai (DIN 00294249), who retires by rotation and, being eligible, offers herself for re- appointment and in this respect to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT Ms. Drushti R. Desai (DIN 00294249), Director of the Company, who retires by rotation and being eligible offers herself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.”

By Order of the Board of Directors

For Narmada Gelatines Limited

Mahesh VermaCompany Secretary

Jabalpur29th June, 2020

Registered Office: CARAVS, Room No. 2815 Civil Lines, Jabalpur – 482001

Notes :

(a) In view of Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated May 5, 2020 read together with circulars dated April 8, 2020 and April 13, 2020 permitted convening the Annual General Meeting (“AGM” / “Meeting”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without the physical presence of the members at a common venue. In case the company has taken or received permission from the relevant authorities to conduct the AGM at it registered office or at any other place as provided under section 96 of the Act, after following any advisories issued from such authorities issued from such authorities, the company may hold such meeting with physical presence of some members. In accordance with the above mentioned MCA Circulars, provisions of the Companies Act, 2013 ('the Act'), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and with the permission of authorities, the AGM of the Company is being held with physical presence of the members as provided under Section 96 of the Act.

(b) The Register of Members and the Share Transfer Register will remain closed from 19th September to 25th September, 2020 (both days inclusive).

(c) The Company is providing facility for voting on the business set out in the Notice by electronic means. Instructions and other information relating to e-voting are given in this Notice under Note (v) herein below. The Company will also send a separate communication relating to remote e-voting which, inter alia, would contain details about User ID and password along with a copy of this Notice.

(d) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY/ PROXIES NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. Proxies submitted on behalf of the



companies, societies, etc., must be supported by an appropriate resolution/ authority, as applicable. A Proxy form is attached to this Notice.

(e) Corporate members intending to send their authorized representatives to attend the Meeting are requested to send a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting.

(f) Brief resume of Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas, names of the companies in which they hold directorships, memberships/chairmanships of Board Committees, shareholding and relationship between directors inter-se as stipulated in Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per provisions mentioned in clause 1(1.2.5) of the Secretarial Standard - 2 on 'General Meetings issued by the Council of the Institute of Company Secretaries of India and approved by the Central Government, for person seeking re- appointment/appointment as director, are annexed to this Notice and in the Corporate Governance Report forming part of the Annual Report.

(g) Members and proxy holders are requested to bring their attendance slip along with their copies of the Annual Report to the Meeting.

(h) Members who hold shares in dematerialised form are requested to write their Client ID and DP ID Numbers and those who hold shares in physical form are requested to write their Folio Number in the attendance slip for attending the Meeting.

(i) In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

(j) Relevant documents referred to in the accompanying Notice are open for inspection by the members at the Registered Office of the Company on all working days, except Saturdays, between 11.00 a.m. and 1.00 p.m., up to the date of the Meeting.

(k) Dividend on Equity Shares, if declared at the meeting will be credited / dispatched on or after 25th September, 2020 to those members whose names appear on the Company's Register of Members as on 18th September, 2020 (Record Date). In respect of shares held in electronic mode, the dividend will be paid to members whose names are furnished by the National Security Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as the beneficial owners on 18th September, 2020.

Payment of dividend shall be made through electronic mode to the Shareholders who have updated their bank account details. Dividend warrants / demand drafts will be dispatched to the registered address of the shareholders who have not updated their bank account details, after normalisation of the postal service.

Pursuant to the amendments introduced by the Finance Act, 2020 the Company will be required to withhold taxes at the prescribed rates on the dividend paid to its shareholders w.e.f. 1st April 2020. No tax will be deducted on payment of dividend to the resident individual shareholders if the total dividend paid does not exceed Rs.5,000/- The withholding tax rate would vary depending on the residential status of the shareholder and documents registered with the Company

(i) Resident Shareholders:

Tax Deductible at Source for Resident Shareholders

Sr. No Particulars Withholding tax rate Documents required (if any)

(a) Valid PAN updated in the Company's 7.5% No document required Register of Members (if no exemption is sought)

(b) No PAN/Valid PAN not updated in the 20% No document required Company's Register of Members (if no exemption is sought)

(c) Availability of lower/nil tax deduction certificate Rate specified Lower tax deduction certificate issued by Income Tax Department u/s 197 of in the certificate obtained from Income Tax Authority Income Tax Act, 1961

No Tax Deductible at Source on dividend payment to resident shareholders if the Shareholders submit the documents as mentioned in the below table with the Company or the Registrar & Share Transfer Agents, M/s. CB Management Services Pvt. Ltd. on or before 18th September 2020

Sr. No Particulars Withholding tax rate Documents required (if any)

(i) Submission of form 15G/15H Nil Declaration in Form No. 15G (applicable to any person other than a company or a firm) / Form 15H (applicable to an Individual who is 60 years and above), fulfilling certain conditions. (ii) Shareholders to whom section 194 Nil Documentary evidence that the said provisions of the Income Tax, 1961 does not are not applicable. apply such as LIC, GIC, etc (iii) Shareholder covered u/s 196 of Income Nil Documentary evidence for coverage u/s 196 of Tax Act, 1961 such as Government, RBI, Income Tax Act, 1961 corporations established by Central Act & mutual funds.

(ii) Non-Resident Shareholders: Withholding tax on dividend payment to non-resident shareholders if the non-resident shareholders submit the documents as

mentioned in the below table with the Company or the Registrar & Share Transfer Agents, M/s. CB Management Services Pvt. Ltd. on or before 18th September 2020



Sr. No. Particulars Withholding tax rate Documents required (if any)

(i) Foreign Institutional Investors (FIIs) / 20% (plus applicable FPI registration number / certificate Foreign Portfolio Investors (FPIs), if any. surcharge and cess) To avail beneficial rate of tax treaty following (ii) Other Non-resident shareholders 20% (plus applicable tax documents would be required: surcharge and cess) 1. Tax Residency certificate issued by revenue

author i ty of country of res idence of shareholder for the year in which dividend is received.

2. PAN 3. Form 10F filled & duly signed 4. Sel f -declarat ion for non-existence of

permanent establishment/ fixed base in India (Note: Application of beneficial Tax Treaty Rate shall depend upon the completeness of the documents submitted by the Non- Resident shareholder and review to the satisfaction of the Company)

(iii) Availability of Lower/NIL tax deduction Rate specified in Lower tax deduction certificate certificate issued by Income Tax certificate obtained from Income Tax Authority Department u/s 197 of Income Tax Act, 1961

Notes:

l Format for the above mentioned Forms/documents are available for download on the website of the company - www.narmadagelatines.com.

l The Company will issue soft copy of the TDS certificate to its shareholders through email registered with the Company or the Registrar & Share Transfer Agents, M/s. CB Management Services Pvt. Ltd. post payment of the dividend. Shareholders will be able to download the TDS certificate from the Income Tax Department's website https://incometaxindiaefiling.gov.in (refer to Form 26AS).

l Application of TDS rate is subject to necessary verification by the Company of the shareholder details as available in Register of Members as on the Record Date, and other documents available with the Company / Registrar & Share Transfer Agents, M/s. CB Management Services Pvt. Ltd.

l In case TDS is deducted at a higher rate, an option is still available with the shareholder to file the return of income and claim an appropriate refund.

l In the event of any income tax demand (including interest, penalty, etc.) arising from any misrepresentation, inaccuracy or omission of information provided by the Member/s, such Member/s will be responsible to indemnify the Company and also, provide the Company with all information / documents and co-operation in any appellate proceedings.

l This Communication is not exhaustive and does not purport to be a complete analysis or listing of all potential tax consequences in the matter of dividend payment. Shareholders should consult their tax advisors for requisite action to be taken by them.

(j) Members are requested to notify immediately:

l to their Depository Participants (DP) in respect to their Electronic Share Account; and

l to the Company at its Registered Office or to the Registrars and Share Transfer Agents of the Company in respect of their physical share holdings by submitting (i) scanned copy of the signed request letter which shall contain shareholder's name, folio number, bank details (Bank account number, Bank and Branch Name and address, IFSC, MICR details), (ii) self-attested copy of the PAN card and (iii) cancelled cheque leaf.

any change of address and also particulars of their Bank Accounts viz. Name of Bank, Branch, complete address of the Bank and Account Number for printing the same on the Dividend Warrants to avoid fraudulent encashment.

(k) Members holding shares in electronic form are hereby informed that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. The Company or its Registrars cannot act on any request received directly from the Members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant of the Members. Members holding shares in physical form and desirous of either registering bank particulars or changing bank particulars already registered against their respective folios for payment of dividend are requested to write to the Company.

(l) Any Member desirous of obtaining any information on the Accounts of the Company may forward such queries in writing to the Company Secretary at the Registered Office, at least ten days prior to the date of the Meeting.

(m) Members having multiple ledger folio in identical name or joint names in identical order, are requested to intimate to the Company or its Registrars such ledger folio(s) for consolidating such multiple holdings into a single account.

(n) Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956 (Section 124 of the Companies Act, 2013), the Company has transferred the unpaid or unclaimed dividends for the financial years ended 31st March, 2012, from time to time, to the Investor Education and Protection Fund (IEPF) established under Section 205C of the Act. In accordance with the provisions of

or tax treaty rate whichever is beneficial



Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with the companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 25th September, 2019 (date of last Annual General Meeting) on the website of the Ministry of Corporate Affairs (MCA). Members who have not encashed their dividend warrants are advised to write to the Company immediately claiming dividends declared by the Company.

(o) Adhering to the various requirements set out in the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (Rules), as amended from time to time, the Company has, during financial year 2019-20, transferred to the IEPF Authority all equity shares of the Company in respect of which dividends for seven consecutive years or more remaining unpaid or unclaimed as on the due date of transfer. Members may note that shares as well as unclaimed dividend transferred to IEPF Authority can be c la imed back f rom them. Concerned members / Inves to r s a re adv i sed to v i s i t the webl ink : http://iepf.gov.in/IEPFA/refund.html for lodging claim for refund of shares and / or dividends from the IEPF authority.

(p) In terms of the provisions of Section 72 of the Companies Act, 2013, read with Rule 19 of the Companies (Share Capital & Debentures) Rules, 2014, a Member may nominate, at any time, in the prescribed manner in Form No. SH.13, a person to whom his/her shares in the Company shall vest in the event of his/her death. This may be sent to the Company Secretary at the Registered Office, duly completed.

(q) Securities and Exchange Board of India (“SEBI”) has mandated the submission of Permanent Account Number (“PAN”) by every participant in the securities market. Members holding shares in electronic form are therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company or to the Registrar & Share Transfer Agents, M/s. CB Management Services Pvt. Ltd.

(r) To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.

(s) Non-Resident Indian members are requested to inform the Company's Registrar and Share Transfer Agents immediately of:

a. change in the residential status on return to India for permanent settlement; and

b. particulars of their Bank account maintained in India with complete name, branch, account type, account no. and address of the bank, if not furnished earlier.

(t) Electronic copy of the Annual Report and Notice of the 59th Annual General Meeting of the Company, inter alia, indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all the members whose email IDs are registered with the Company/Depository Participants for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Notice of the 59th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode.

Dispatch of Annual Report through electronic mode: In compliance with the MCA Circulars and SEBI Circular dated May 12, 2020, Notice of the AGM along with the Annual Report 2019-20 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2019-20 will also be available on the Company's website www.narmadagelatines.com, websites of the Stock Exchanges, i.e., BSE Limited at www.bseindia.com

(u) Members may also note that the Notice of the 59th Annual General Meeting and the Annual Report for the financial year ended March 31, 2020 will be available on the Company's website www.narmadagelatines.com.

Members are also requested to inform their correct e-mail address, if any, to the Depositories (if shares held in demat form) and to the Registrars and share transfer agents by visiting their website namely "www.cbsl.com/green.php" (if shares held in physical form) in compliance of Green Initiative as per circular No. 17/2011 dated 21.04.2011 and 18/2011 dated 29.04.2011 issued by Ministry of Corporate Affairs to facilitate the company to send notice/documents through e-mail.

Members who do not have access to e-voting facility may write to the Company of their intention to exercise their assent or dissent on shareholders' resolution by way of postal ballot. The company shall provide postal ballot facility to such members.

(v) Voting through electronic and other means: Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies

(Management and Administration) Rules, 2014, as amended and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide to its members the facility to exercise their right to vote on resolutions proposed to be passed in the AGM by electronic means. The members may cast their votes using an electronic voting system from a place other than the venue of the AGM ('remote e-voting').

l The facility for voting through ballot or polling paper shall be made available at the Meeting and the members attending the Meeting who have not cast their vote by remote e-voting shall be able to vote at the Meeting through ballot or polling paper.

l The members who have cast their vote by remote e-voting may also attend the Meeting but shall not be entitled to cast their vote again.

l The Company has engaged the services of Central Depository Services Limited (CDSL) to provide the e-voting facility.



l The voting rights of shareholders shall be reckoned on the paid-up value of equity shares registered in the name of the member /beneficial owner (in case of electronic shareholding) as on the cut-off date i.e. 18th September, 2020.

l A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date, i.e. September 18, 2020 only shall be entitled to avail the facility of remote e-voting /ballot poll.

l The Board of Directors of the Company has appointed Dr Asim Kumar Chattopadhyay, Practicing Company Secretary (ICSI Membership No. FCS 2303), “AMATRI ASHIS” 10, Kumar Para Lane, Ganges Side, Alambazar, Kolkata-700035, as the Scrutinizer to scrutinize the remote e- voting and Mr. Tapan Badkul, Cost and Management Accountant, Jabalpur as the Scrutinizer to scrutinize the voting process at the AGM in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for same purpose.

l The Scrutinizer, after scrutinising the votes cast at the meeting and through remote e-voting, will, not later than three days of conclusion of the Meeting, make a consolidated Scrutinizer's report and submit the same to the Chairman. The results declared alongwith the consolidated Scrutinizer's report shall be placed on the website of the Company wwwnarmadagelatines.com and on the website of CDSL, and the results shall simultaneously be communicated to the BSE Limited.

l The Scrutinizer shall, within a period not exceeding three (3) working days from the conclusion of the e-voting period, unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer's Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

l Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of the Meeting, i.e. September 25, 2020.

Members are requested to read the instructions below carefully before exercising their vote through remote e-voting.

These details and instructions form an integral part of Notice for the Annual General Meeting to be held on 25th September, 2020.

Steps for E-voting The instructions for members for remote e-voting are as under:

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on “Shareholders” tab.

(iii) Select the Electronic Voting Sequence Number - “EVSN” along with “NARMADA GELATINES LIMITED” from the drop down menu and click on “SUBMIT”.

(iv) Enter your User ID (For CDSL: 16 digits beneficiary ID, For NSDL: 8 Character DP ID followed by 8 Digits Client ID). Members holding shares in Physical Form should enter Folio Number registered with the Company and then enter the Captcha Code as displayed and Click on Login.

(v) If you are holding shares in Demat form and had logged on to www.evotingindia.com and casted your vote earlier for EVSN of any company, then your existing password is to be used. If you are a first time user, follow the steps given below.

(vi) Fill up the following details in the appropriate boxes:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

(i) Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

(ii) In case the sequence number is less than 8 digits enter the applicable number of 0's before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend - Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

(vii) After entering these details appropriately, click on “SUBMIT” tab.

(viii) Members holding shares in physical form will then reach directly the EVSN selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(x) Click on the relevant EVSN on which you choose to vote.

Bank details



(xi) On the voting page, you will see Resolution Description and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution

(xii) Click on the “Resolutions File Link” if you wish to view the entire Resolutions.

(xiii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xv) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvi) If Demat account holder has forgotten the changed password, then enter the User ID and Captcha Code click on Forgot Password & enter the details as prompted by the system.

(xvii) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can

be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the

Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xviii) Note for Non – Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to l

www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to l

[email protected].

After receiving the login details a Compliance User should be created using the admin login and password. The Compliance l

User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts l

they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, l

should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xix) The remote e-voting begins on 22nd September, 2020 (9:00 am) and ends on 24th September, 2020 (5:00 pm). During this period, shareholders of the Company holding shares either in physical form or in dematerialized form as on the cut-off date of 18th September, 2020, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected].

By Order of the Board of Directors

For Narmada Gelatines Limited

Mahesh Verma Company Secretary

29th June, 2020 Jabalpur

Registered Office: CARAVS, Room No. 28 15, Civil Lines, Jabalpur – 482 001



Annexure

Details of Directors seeking re-appointment /appointment at the 59th Annual General Meeting (in pursuance of

SEBI Listing Regulations)

Particulars

Name Ms. Drushti R. Desai

DIN 00294249

Date of Birth 06.03.1973

Date of Appointment in AGM 22.09.2014

Qualification B.Com, Fellow member of the Institute of Chartered Accountants of India

Expertise in specific functional Partner in Bansi S Metha & Co( Chartered Accountants ) wide experience in the field on areas and past experience taxation and audit.

Directorship in other companies Kewal Kiran Clothing Limited Chemfab Alkalis Limited (Formerly known as Teamec Chlorates Limited) Kruti Finance & Holdings Pvt. Ltd

Memberships / Chairmanships of Audit Committee committees across public companies - Narmada Gelatines Limited - Kewal Kiran Clothing Limited

Nomination & Remuneration Committee - Kewal Kiran Clothing Limited

Shareholding Nil



NOTES

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

DP ID Folio No.

Client ID No. of Shares

I certify that I am a Registered Shareholder/Proxy for the Registered Shareholder* of the Company.

*Strike out whichever is not applicable.

I hereby record my presence at the 59th ANNUAL GENERAL MEETING of the Company held on Friday, 25th September, 2020 at 11:30 a.m. at Hotel Narmada Jacksons, South Civil Lines, Jabalpur-M.P.

____________________________________ ___________________________

Member's/Proxy's Name in BLOCK Letters Member's / Proxy's Signature

Note : Please fill in this Attendance Slip and hand it over at the Entrance of the Hall.

NARMADA GELATINES LIMITEDCIN: L24111MP1961PLC016023

Registered office : 28, CARAVS, 15 Civil Lines, Jabalpur - 482001, M.P.

Website : www.narmadagelatines.com, Email : [email protected]

Tel : Phone : (0761) 2830433

ATTENDANCE SLIPth th 59 ANNUAL GENERAL MEETING – 25 September, 2020

NGL

Route Map of AGM Venue

Name of Member(s) DP ID* :

Registered Address Client ID* :

E-mail ID Folio No. :

*Applicable for investors holding shares in electronic form

I / We, being the member(s) of __________________________shares of Narmada Gelatines Limited, hereby appoint:

1. ________________________________of___________________________ E-mail Id :_______________________________or failing him

2. ________________________________of___________________________ E-mail Id :_______________________________or failing him

3. ________________________________of___________________________ E-mail Id :_______________________________

thand whose signatures are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 59 thAnnual General Meeting of the Company, to be held on Friday the 25 day of September, 2020 at 11:30 a.m. at Hotel Narmada

Jacksons, South Civil Lines, Jabalpur, M.P. and at any adjournment thereof in respect of such resolutions as are indicated below (see note iv below):

Signed this__________________________ day of _______________2020

Signature of Shareholder

________________________ ________________________ ________________________ Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder

Note:

i. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not

less than 48 hours before the commencement of the Meeting.

ii. A Proxy need not be a member of the Company.

iii. A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the company carrying voting rights. A member holding more than 10% of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

iv. This is optional. Please put a '3' in the appropriate column against the resolutions indicated in the Box. If you leave the 'For' or 'Against' column blank against any or all the resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate.

v. Appointing a proxy does not prevent a member from attending the meeting in person if he / she so wishes.

vi. In case of joint holders, the signature of any one holder will be sufficient, but name of all the joint holders should be stated.

₹1

Revenue stamp

ResolutionNo.

For Against Abstain

Resolutions Vote

NARMADA GELATINES LIMITEDCIN: L24111MP1961PLC016023

Registered office : 28, CARAVS, 15 Civil Lines, Jabalpur - 482001, M.P. Website : www.narmadagelatines.com, Email : [email protected]

Tel : Phone : (0761) 2830433

FORM No. MGT 11 - PROXY FORM[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

59th ANNUAL GENERAL MEETING – 25th September, 2020

NGL

ORDINARY BUSINESS

1 To consider and adopt the audited Financial Statements, Reports of the Board of Directors and Auditors

2 Declaration of dividend on equity shares

3 Re-appointment of Ms. Drushti R Desai (DIN- ) as a Director00294249

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